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SunPower Reports Fourth-Quarter, Year-End 2009 Results
Record Q4-2009 revenue of $548 million; fiscal-year 2009 revenue of $1.52 billion
Q4 GAAP EPS of $0.09 and non-GAAP EPS of $0.47 - includes $0.03 per share in accounting investigation expenses
Completed largest solar power plant in Italy, 24-megawatt (MW) project in Montalto
Completed construction of more than 100-MW rooftop and ground mount systems in 2009
More than doubled the number of SunPower dealers in 2009 to ~1,000 dealers in eight countries
Announced the acquisition of SunRay Renewable Energy - will add 1.2 gigawatt pipeline
Announced 200 MW, five year rooftop supply agreement with Southern California Edison
Financed 19-MW power plant for Xcel Energy in Colorado to be completed in 2010
Announced 32-MW supply agreement with Toshiba for 2010 delivery
Appointed Jim Pape to lead Residential and Commercial (R&C) business unit

SAN JOSE, Calif., March 18, 2010 /PRNewswire via COMTEX News Network/ -- SunPower Corp. (Nasdaq: SPWRA, SPWRB) today announced financial results for its 2009 fourth quarter and fiscal year 2009 which ended January 3, 2010. Revenue for the 2009 fourth quarter was $548 million which compares to $465 million in the third quarter of 2009 and $398 million in the fourth quarter of 2008. The company's Components and Systems segments accounted for 62% and 38% of fourth-quarter 2009 revenue, respectively. The company also issued a press release reporting the results of its audit committee investigation concurrent with this release.

"Our 2009 year-end results reflect the continued success of our portfolio strategy to channels and geographic markets as we further expanded our global dealer presence and completed construction of more than 40 megawatts (MW) of large scale power plant projects during the fourth quarter," said Tom Werner, SunPower's CEO. "In the past four years, we have invested heavily in our long-term strategy of building our brand and channel, and this investment continues to pay off. In the residential channel, our strong brand enabled us to double the number of dealer partners in 2009 and we are selling our high-efficiency systems to approximately 1,000 dealer partners in eight countries. Additionally, as a result of our rapid growth and expanding customer base, we have started to re-align our business units into Residential and Commercial (R&C) and Utilities and Power Plants (UPP). As part of this strategy, we have appointed Jim Pape, former vice president of North America for Trane Commercial Systems, to lead our R&C business group. With more than 25 years of management experience, we are excited to have Jim join the team.

"In the systems segment, we added to our industry-leading installed base by delivering on our engineering, procurement and construction (EPC) commitments, installing more than 100 MW of rooftop and ground mounted systems in 2009. In the fourth quarter, we completed the largest Italian photovoltaic (PV) power plant to date at 24 MW, installed 10 MW for Florida Power & Light at the Kennedy Space Center, and substantially completed our 8-MW project for Exelon in Chicago. We are also encouraged by the continued improvement in credit conditions as evidenced by the recent financing of our 19-MW project with Xcel Energy in Colorado.

"Additionally, our global UPP pipeline continues to grow as customers are choosing SunPower for our industry-leading technology, bankability, significant EPC experience, and ability to offer a competitive levelized cost of energy. With the acquisition of SunRay Renewable Energy, we will significantly increase our demand visibility by adding more than 1,200 MW of Europe, Middle East and Africa (EMEA) power plant opportunities to our pipeline with more than 80 MW planned for delivery in Italy in 2010. This acquisition of the premiere European developer and financing team complements our established European team, enabling us to offer our customers a world-class utility power plant development expertise in both the United States and Europe. Looking forward, we see demand remaining strong for 2010 across all segments. Our recent wins with Toshiba and Southern California Edison position us well for multi-year supply agreements in our UPP business on top of our continued success in R&C," Werner concluded.

On a Generally Accepted Accounting Principles (GAAP) basis for the 2009 fourth quarter, SunPower reported gross margin of 20.3%, operating income of $43.0 million and net income per diluted share of $0.09. This compares to gross margin of 21.5%, operating income of $46.2 million and net income per diluted share of $0.20 in the third quarter of 2009. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. The company's fourth-quarter GAAP results include $3.6 million, or $0.03 per diluted share, in expenses related to its recently completed accounting investigation.

On a non-GAAP basis for the fourth quarter of 2009, SunPower reported a total gross margin of 21.7%. Operating income for the quarter was $60.3 million and net income per share was $0.47. The company's fourth-quarter non-GAAP results include $3.6M million, or $0.03 per diluted share, in expenses related to the completed accounting investigation. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. In the third quarter 2009, the company reported non-GAAP gross margin of 23.1%, operating income of $63.8 million and $0.46 net income per share. For the 2009 fourth quarter, the Components segment non-GAAP gross margin was 21.5% and Systems segment gross margin was 21.9%. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release.

"We improved our working capital efficiency during the fourth quarter reducing inventories by 12%, generating positive operating cash flow and ending the year with more than $925 million in cash and investments," said Dennis Arriola, SunPower's CFO. "Despite the difficult industry conditions in the first half of 2009, we grew revenue by 6% versus 2008. With the completion of the audit committee investigation, our efforts will focus on strengthening the trust with our stakeholders, customers and employees while driving increased shareholder value.

"Looking forward, our acquisition of SunRay positions us for more predictable growth in the second half of 2010 and into 2011. By extending into the development business, we expect to expand our gross profits as we monetize these power plants. We will strategically use our balance sheet to accelerate the development of these projects. This strategy will significantly shift the timing of revenue of these projects from the first half of the year to the second half of 2010," concluded Arriola.

2010 Guidance

For fiscal year 2010, the company's non-GAAP guidance is as follows: revenue of $2.0 billion to $2.25 billion, net income per diluted share of $1.25 to $1.65, capital expenditures of $375 million to $475 million, and solar cell production of approximately 550 MW. For fiscal year 2010, the company's GAAP guidance is as follows: revenue of $2.00 billion to $2.25 billion and net income per diluted share of $0.05 to $0.35.

For the first quarter of 2010, the company's non-GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately $0.05. Guidance for the first quarter of 2010 includes the negative impact of $3.3 million or $0.03 per diluted share in SunRay acquisition costs and $5.3 million or $0.04 per diluted share in costs associated with the company's accounting investigation.

For the first quarter of 2010, the company's GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately breakeven. Guidance includes the negative impact from the company's accounting investigation and SunRay acquisition referenced above.

This press release contains both GAAP and non-GAAP financial information. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its fourth quarter 2009 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpowercorp.com/events.cfm. The capacity of power plants in this release is described in approximate MW on an alternating current (ac) basis while supply agreements are expressed in direct current (dc).

About SunPower

Founded in 1985, SunPower Corp. (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers the planet's most powerful solar technology broadly available today. Residential, business, government and utility customers rely on the company's experience and proven results to maximize return on investment. With headquarters in San Jose, Calif., SunPower has offices in North America, Europe, Australia and Asia. For more information, visit www.sunpowercorp.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. The company uses words and phrases such as "pipeline," "to be completed," "rapid," "growth," "expanding," "continues," "grow," "opportunities," "planed," "looking forward," "see," "demand," "remaining," "position," "continued," "predictable," "will," "guidance," and "expects" to identify forward-looking statements in this press release, including forward-looking statements regarding: (a) acquisition of SunRay and increase in business pipeline of 1.2 gigawatt pipeline of opportunities in Europe, Middle East and Africa, including including more than 80 MW planned for delivery in Italy in 2010; (b) 200 MW, 5-year supply agreement with Southern California Edison; (c) construction schedule for 19-MW power plant for Xcel Energy; (d) rapid growth, expanding customer base, growing global UPP pipeline, and strong demand for 2010 across all segments; (e) improving credit conditions and bankability of SunPower projects; (f) the company's ability to offer competitive levelized cost of energy; (g) possible multi-year supply agreements in the company's UPP business and continued success in R&C; (h) increasing shareholder value; (i) predictable growth and expanding gross margins when the company monetizes power plants; (j) using the company's balance sheet to accelerate project development; (k) shifting revenue from first half of 2010 to second half of 2010; (l) GAAP and non-GAAP fiscal year 2010 revenue and net income per diluted share; (m) 2010 capital expenditures and solar cell production; (n) GAAP and non-GAAP first quarter 2010 revenue and net income per diluted share; and (o) estimated SunRay acquisition costs and accounting investigation costs. Such forward-looking statements are based on information available to the company as of the date of this release and involve a number of risks and uncertainties, some beyond the company's control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties such as: (i) the company's ability to obtain and maintain an adequate supply of raw materials and components, as well as the price it pays for such items; (ii) general business and economic conditions, including seasonality of the industry; (iii) growth trends in the solar power industry; (iv) the continuation of governmental and related economic incentives promoting the use of solar power, particularly in Europe, Middle East, and Africa within the acquired pipeline; (v) the improved availability of third-party financing arrangements for the company's customers; (vi) construction difficulties or potential delays, including permitting and transmission access and upgrades; (vii) the company's ability to ramp new production lines and realize expected manufacturing efficiencies; (viii) manufacturing difficulties that could arise; (ix) the success of the company's ongoing research and development efforts to compete with other companies and competing technologies; (x) the company's ability to sell or otherwise monetize power plants; (xi) SCE's exercising early termination rights to purchase less than 200 megawatts during the term of the agreement; (xii) the satisfaction of closing conditions and the possibility that SunRay acquisition may not be completed; (xiii) potential difficulties associated with integrating the combined businesses; and (xiv) other risks described in the company's Annual Report on Form 10-K for the year ended December 28, 2008, its Quarterly Report on Form 10-Q for the quarter ended September 27, 2009, and other filings with the Securities and Exchange Commission. These forward-looking statements should not be relied upon as representing the company's views as of any subsequent date, and the company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Segment Reporting Information

For fourth quarter 2009 reporting purposes, the Systems segment generally represents products and services sold directly to the system owner. Additionally, both SunPower and third-party solar panels sold through the Systems segment channels are recorded as Systems segment revenue. The Components segment primarily represents products sold to installers and resellers.

Non-GAAP Measures

To supplement the consolidated financial results prepared under GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to the company's convertible debt offering, and its related tax effects. Management does not consider these charges in evaluating the core operational activities of SunPower. Management uses these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate SunPower's current performance. Most analysts covering SunPower use the non-GAAP measures as well. Given management's use of these non-GAAP measures, SunPower believes these measures are important to investors in understanding SunPower's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in SunPower's core business across different time periods. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data and may be different from non-GAAP measures used by other companies.

Fiscal Periods

The Company reports on a fiscal-year basis and ends its quarters on the Sunday closest to the end of the applicable calendar quarter, except in a 53-week fiscal year, in which case the additional week falls into the fourth quarter of that fiscal year. Fiscal year 2009 consists of 53 weeks while fiscal year 2008 consists of 52 weeks. The third quarter of fiscal 2009 ended on September 27, 2009 and the third quarter of fiscal 2008 ended on September 29, 2008.

SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.


                             SUNPOWER CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)

                                  (Unaudited)


                                              Jan. 3,  Dec. 28,
                                                     2010       2008
                                                     ----       ----


                                                          (As
                                                                    Restated)
    ASSETS

    Cash and cash equivalents                    $615,879   $202,331
    Restricted cash                               310,658    175,277
    Investments                                       172     40,756
    Accounts receivable, net                      248,833    194,222
    Costs and estimated earnings in excess of
     billings                                      26,062     29,750
    Inventories                                   202,301    248,255
    Prepaid expenses and other assets             196,022    170,851
    Advances to suppliers                         190,628    162,610
    Property, plant and equipment, net            682,344    622,484
    Goodwill and other intangible assets, net     223,137    236,210
                                                  -------    -------

    Total assets                               $2,696,036 $2,082,746
                                               ========== ==========





                     LIABILITIES AND STOCKHOLDERS' EQUITY


    Accounts payable                             $234,692   $259,429
    Accrued and other liabilities                 190,830    186,831
    Bank loans                                    248,953     54,598
    Convertible debt                              536,574    357,173
    Billings in excess of costs and estimated
     earnings                                      17,346     15,634
    Customer advances                              92,120    110,394
                                                   ------    -------

    Total liabilities                           1,320,515    984,059

    Stockholders' equity                        1,375,521  1,098,687
                                                ---------  ---------

    Total liabilities and stockholders' equity $2,696,036 $2,082,746
                                               ========== ==========



                                      SUNPOWER CORPORATION
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (In thousands, except per share data)

                                           (Unaudited)


                             THREE MONTHS ENDED
                             ------------------
                    Jan. 3,           Sep. 27,           Jun. 28,
                          2010              2009              2009
                          ----              ----              ----
                                         (As                (As
                                                 Restated)          Restated)
    Revenue:
    Systems           $207,630          $167,466           $110,421
    Components         340,308           297,895            188,920
                       -------           -------            -------
                       547,938           465,361            299,341

    Cost of
     revenue:
    Cost of
     systems
     revenue           165,164           142,070             96,036
    Cost of
     components
     revenue           271,797           223,461            162,627
                       -------           -------            -------
                       436,961           365,531            258,663

    Gross margin       110,977            99,830             40,678

    Operating
     expenses:
    Research and
     development         8,575             8,250              6,937
    Selling,
     general and
     administrative     59,733            45,332             42,775
                        ------            ------             ------

    Total
     operating
     expenses           68,308            53,582             49,712
                        ------            ------             ------

    Operating
     income (loss)      42,669            46,248             (9,034)

    Other income
     (expense):
    Gain on
     purchased
     options                 -                 -             21,193
    Interest and
     other income
     (expense),
     net               (11,436)           (9,269)            (5,956)
                       -------            ------             ------

    Other income
     (expense),
     net               (11,436)           (9,269)            15,237

    Income (loss)
     before income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees      31,233      36,979        6,203

    Provision for
     (benefit
     from) income
     taxes              25,485            19,962             (5,223)
                        ------            ------             ------

    Income (loss)
     before equity
     in earnings
     of
     unconsolidated
     investees       5,748      17,017       11,426

    Equity in
     earnings of
     unconsolidated
     investees,
     net of taxes    2,924       2,627        3,133
                         -----             -----              -----

    Net income
     (loss)             $8,672           $19,644            $14,559
                        ======           =======            =======

    Net income
     (loss) per
     share of
     class A and
     class B
     common stock:
    - Basic              $0.09             $0.21              $0.16
    - Diluted            $0.09             $0.20              $0.16

    Weighted-
     average
     shares:
    - Basic             94,910            94,668             90,873
    - Diluted           96,447           105,031             92,640



                        THREE MONTHS ENDED
                        ------------------
                                  Mar. 29,                    Dec. 28,
                                                 2009                2008
                                                 ----                ----
                                     (As                         (As
                                  Restated)                   Restated)
    Revenue:
    Systems                                  $103,953            $174,976
    Components                                107,690             223,109
                                              -------             -------
                                              211,643             398,085

    Cost of
     revenue:
    Cost of
     systems
     revenue                                   95,324             139,730
    Cost of
     components
     revenue                                   84,084             146,608
                                               ------             -------
                                              179,408             286,338

    Gross margin                               32,235             111,747

    Operating
     expenses:
    Research and
     development                                7,880               5,970
    Selling,
     general and
     administrative                            42,404              50,599
                                               ------              ------

    Total
     operating
     expenses                                  50,284              56,569
                                               ------              ------

    Operating
     income (loss)                            (18,049)             55,178

    Other income
     (expense):
    Gain on
     purchased
     options                                        -                   -
    Interest and
     other income
     (expense),
     net                                      (12,094)            (21,739)
                                              -------             -------

    Other income
     (expense),
     net                                      (12,094)            (21,739)

    Income (loss)
     before income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees           (30,143)       33,439

    Provision for
     (benefit
     from) income
     taxes                                    (19,196)             13,250
                                              -------              ------

    Income (loss)
     before equity
     in earnings
     of
     unconsolidated
     investees           (10,947)       20,189

    Equity in
     earnings of
     unconsolidated
     investees,
     net of taxes          1,245         8,271
                                                -----               -----

    Net income
     (loss)                                   $(9,702)            $28,460
                                              =======             =======

    Net income
     (loss) per
     share of
     class A and
     class B
     common stock:
    - Basic                                    $(0.12)              $0.34
    - Diluted                                  $(0.12)              $0.33

    Weighted-
     average
     shares:
    - Basic                                    83,749              83,244
    - Diluted                                  83,749              85,356



                             TWELVE MONTHS ENDED
                             -------------------
                          Jan. 3,            Dec. 28,
                                2010                2008
                                ----                ----
                                                (As
                                                        Restated)
    Revenue:
    Systems                 $589,470            $823,307
    Components               934,813             614,287
                             -------             -------
                           1,524,283           1,437,594

    Cost of
     revenue:
    Cost of
     systems
     revenue                 498,594             659,752
    Cost of
     components
     revenue                 741,969             428,221
                             -------             -------
                           1,240,563           1,087,973

    Gross margin             283,720             349,621

    Operating
     expenses:
    Research and
     development              31,642              21,474
    Selling,
     general and
     administrative          190,244             173,740
                             -------             -------

    Total
     operating
     expenses                221,886             195,214
                             -------             -------

    Operating
     income (loss)            61,834             154,407

    Other income
     (expense):
    Gain on
     purchased
     options                  21,193                   -
    Interest and
     other income
     (expense),
     net                     (38,755)            (38,338)
                             -------             -------

    Other income
     (expense),
     net                     (17,562)            (38,338)

    Income (loss)
     before income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees            44,272       116,069

    Provision for
     (benefit
     from) income
     taxes                    21,028              40,618
                              ------              ------

    Income (loss)
     before equity
     in earnings
     of
     unconsolidated
     investees            23,244        75,451

    Equity in
     earnings of
     unconsolidated
     investees,
     net of taxes          9,929        14,077
                               -----              ------

    Net income
     (loss)                  $33,173             $89,528
                             =======             =======

    Net income
     (loss) per
     share of
     class A and
     class B
     common stock:
    - Basic                    $0.36               $1.10
    - Diluted                  $0.36               $1.05

    Weighted-
     average
     shares:
    - Basic                   91,050              80,522
    - Diluted                 92,746              83,947


                                      SUNPOWER CORPORATION
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (In thousands)

                                          (Unaudited)


                              THREE MONTHS ENDED
                              ------------------
                      Jan. 3,           Sep. 27,         Jun. 28,
                            2010                2009             2009
                            ----                ----             ----
                                           (As              (As
                                                   Restated)        Restated)
    Cash flows
     from
     operating
     activities:
    Net income
     (loss)               $8,672             $19,644          $14,559
    Adjustments
     to
     reconcile
     net income
     (loss) to
     net cash
     provided by
     (used in)
     operating
     activities:
    Stock-based
     compensation         12,790              13,074           12,076
    Depreciation          24,282              21,414           20,569
    Amortization
     of other
     intangible
     assets                4,178               4,146            4,098
    Impairment
     of
     investments
     and long-
     lived
     assets             (554)          190           489
    Non-cash
     interest
     expense               5,744               5,250            5,915
    Amortization
     of debt
     issuance
     costs                   687                 733            1,184
    Gain on
     purchased
     options                   -                   -          (21,193)
    Equity in
     earnings of
     unconsolidated
     investees            (2,924)             (2,627)          (3,133)
    Excess tax
     benefits
     from stock-
     based award
     activity        (10,522)       (7,127)            -
    Deferred
     income
     taxes and
     other tax
     liabilities      24,583        15,025       (12,782)
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:         -             -             -
    Accounts
     receivable           (7,225)            (18,794)         (65,422)
    Costs and
     estimated
     earnings in
     excess of
     billings         47,602       (60,071)       21,257
    Inventories           25,964              21,695           92,130
    Prepaid
     expenses
     and other
     assets               (6,476)             15,465          (33,751)
    Advances to
     suppliers           (53,068)              3,435           13,746
    Accounts
     payable and
     other
     accrued
     liabilities      19,193        93,380       (79,695)
    Billings in
     excess of
     costs and
     estimated
     earnings           (130)      (33,479)       34,440
    Customer
     advances             (4,770)             (5,553)           2,094
                          ------              ------            -----
    Net cash
     provided by
     (used in)
     operating
     activities       88,026        85,800         6,581

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents      10,128      (103,247)      (33,151)
    Purchases of
     property,
     plant and
     equipment           (18,187)            (37,957)         (59,566)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                83         1,976         7,902
    Purchases of
     available-
     for-sale
     securities                -                   -                -
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities        9,604         9,867         1,501
    Cash paid
     for
     acquisitions,
     net of cash
     acquired              -             -             -
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-public
     companies          (903)       (1,500)            -
                            ----              ------              ---
    Net cash
     provided by
     (used in)
     investing
     activities          725      (130,861)      (83,314)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance of
     long-term
     debt, net
     of issuance
     costs            54,008        54,701        29,773
    Proceeds
     from
     issuance of
     convertible
     debt, net
     of issuance
     costs                 -             -       225,018
    Proceeds
     from
     offering of
     class A
     common
     stock, net
     of offering
     expenses              -          (114)      218,895
    Cash paid
     for
     repurchased
     convertible
     debt                  -        (7,687)      (67,949)
    Cash paid
     for
     purchased
     options                   -                   -          (97,336)
    Proceeds
     from
     warrant
     transactions              -                   -           71,001
    Proceeds
     from
     exercise of
     stock
     options             121           570           442
    Excess tax
     benefits
     from stock-
     based award
     activity         10,522         7,127             -
    Purchases of
     stock for
     tax
     withholding
     obligations
     on vested
     restricted
     stock              (619)         (586)         (763)
                            ----                ----             ----
    Net cash
     provided by
     financing
     activities           64,032              54,011          379,081

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents      (9,030)        6,341         5,377
                          ------               -----            -----
    Net increase
     (decrease)
     in cash and
     cash
     equivalents     143,753        15,291       307,725
    Cash and
     cash
     equivalents
     at
     beginning
     of period      $472,126       456,835       149,110
                        --------             -------
    Cash and
     cash
     equivalents
     at end of
     period         $615,879      $472,126      $456,835
                        ========            ========         ========

    Non-cash
     transactions:
    Additions to
     property,
     plant and
     equipment
     included in
     accounts
     payable and
     other
     accrued
     liabilities      $7,320    $          -    $          -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the cost
     of
     qualified
     assets              508           873         1,510
    Issuance of
     common
     stock for
     purchase
     acquisition           -             -         1,471
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                  -             -             -
    Change in
     goodwill
     relating to
     adjustments
     to acquired
     net assets            -             -             -



                        THREE MONTHS ENDED
                        ------------------
                                  Mar. 29,                    Dec. 28,
                                                 2009                 2008
                                                 ----                 ----
                                     (As                         (As
                                  Restated)                   Restated)
    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                                   $(9,702)             $28,460
    Adjustments
     to
     reconcile
     net income
     (loss) to
     net cash
     provided by
     (used in)
     operating
     activities:
    Stock-based
     compensation                               9,054               18,194
    Depreciation                               18,365               18,376
    Amortization
     of other
     intangible
     assets                                     4,052                4,210
    Impairment
     of
     investments
     and long-
     lived
     assets                1,318          4,475
    Non-cash
     interest
     expense                                    5,021                4,192
    Amortization
     of debt
     issuance
     costs                                        537                  537
    Gain on
     purchased
     options                                        -                    -
    Equity in
     earnings of
     unconsolidated
     investees                                 (1,245)              (8,271)
    Excess tax
     benefits
     from stock-
     based award
     activity                  -        (12,089)
    Deferred
     income
     taxes and
     other tax
     liabilities         (17,003)        (8,467)
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable                                40,931               (2,251)
    Costs and
     estimated
     earnings in
     excess of
     billings             (3,178)        30,869
    Inventories                               (86,049)             (60,282)
    Prepaid
     expenses
     and other
     assets                                    11,671              (32,157)
    Advances to
     suppliers                                  7,993              (17,805)
    Accounts
     payable and
     other
     accrued
     liabilities         (24,798)        73,440
    Billings in
     excess of
     costs and
     estimated
     earnings                 88          5,501
    Customer
     advances                                 (10,180)              (5,759)
                                              -------               ------
    Net cash
     provided by
     (used in)
     operating
     activities          (53,125)        41,173

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents          (9,185)       (65,237)
    Purchases of
     property,
     plant and
     equipment                                (52,101)            (115,163)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                     -              -
    Purchases of
     available-
     for-sale
     securities                                     -                    -
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities           18,177         21,885
    Cash paid
     for
     acquisitions,
     net of cash
     acquired                  -             (0)
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-public
     companies                 -              -
                                                  ---                  ---
    Net cash
     provided by
     (used in)
     investing
     activities          (43,109)      (158,515)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance of
     long-term
     debt, net
     of issuance
     costs                51,232         54,598
    Proceeds
     from
     issuance of
     convertible
     debt, net
     of issuance
     costs                     -              -
    Proceeds
     from
     offering of
     class A
     common
     stock, net
     of offering
     expenses                  -              -
    Cash paid
     for
     repurchased
     convertible
     debt                      -         (1,187)
    Cash paid
     for
     purchased
     options                                        -                    -
    Proceeds
     from
     warrant
     transactions                                   -                    -
    Proceeds
     from
     exercise of
     stock
     options                 396          1,342
    Excess tax
     benefits
     from stock-
     based award
     activity                  -         12,089
    Purchases of
     stock for
     tax
     withholding
     obligations
     on vested
     restricted
     stock                (2,359)          (829)
                                               ------                 ----
    Net cash
     provided by
     financing
     activities                                49,269               66,013

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents          (6,256)        (2,955)
                                               ------               ------
    Net increase
     (decrease)
     in cash and
     cash
     equivalents         (53,221)       (54,285)
    Cash and
     cash
     equivalents
     at
     beginning
     of period           202,331        256,616
                                                                   -------
    Cash and
     cash
     equivalents
     at end of
     period             $149,110       $202,331
                                             ========             ========

    Non-cash
     transactions:
    Additions to
     property,
     plant and
     equipment
     included in
     accounts
     payable and
     other
     accrued
     liabilities         $18,780    $           -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the cost
     of
     qualified
     assets                2,073          2,563
    Issuance of
     common
     stock for
     purchase
     acquisition               -              -
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                      -             40
    Change in
     goodwill
     relating to
     adjustments
     to acquired
     net assets                -            945



                              TWELVE MONTHS ENDED
                              -------------------
                           Jan. 3,            Dec. 28,
                                 2010                 2008
                                 ----                 ----
                                                 (As
                                                          Restated)
    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                   $33,173              $89,528
    Adjustments
     to
     reconcile
     net income
     (loss) to
     net cash
     provided by
     (used in)
     operating
     activities:
    Stock-based
     compensation              46,994               70,220
    Depreciation               84,630               54,473
    Amortization
     of other
     intangible
     assets                    16,474               16,762
    Impairment
     of
     investments
     and long-
     lived
     assets                 1,443          7,611
    Non-cash
     interest
     expense                   21,930               16,909
    Amortization
     of debt
     issuance
     costs                      3,141                2,148
    Gain on
     purchased
     options                  (21,193)                   -
    Equity in
     earnings of
     unconsolidated
     investees                 (9,929)             (14,077)
    Excess tax
     benefits
     from stock-
     based award
     activity             (17,649)       (40,696)
    Deferred
     income
     taxes and
     other tax
     liabilities            9,823         17,363
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable               (50,510)             (57,575)
    Costs and
     estimated
     earnings in
     excess of
     billings               5,610          9,256
    Inventories                53,740              (95,712)
    Prepaid
     expenses
     and other
     assets                   (13,091)             (59,284)
    Advances to
     suppliers                (27,894)               1,297
    Accounts
     payable and
     other
     accrued
     liabilities            4,538        150,078
    Billings in
     excess of
     costs and
     estimated
     earnings                 919        (53,595)
    Customer
     advances                 (18,409)              40,125
                              -------               ------
    Net cash
     provided by
     (used in)
     operating
     activities           123,740        154,831

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents         (135,455)      (107,390)
    Purchases of
     property,
     plant and
     equipment               (167,811)            (265,905)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                  9,961              -
    Purchases of
     available-
     for-sale
     securities                     -              (65,748)
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities            39,149        155,833
    Cash paid
     for
     acquisitions,
     net of cash
     acquired                   -        (18,311)
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-public
     companies             (2,403)       (24,625)
                               ------              -------
    Net cash
     provided by
     (used in)
     investing
     activities          (256,559)      (326,146)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance of
     long-term
     debt, net
     of issuance
     costs                193,256         54,598
    Proceeds
     from
     issuance of
     convertible
     debt, net
     of issuance
     costs                225,018              -
    Proceeds
     from
     offering of
     class A
     common
     stock, net
     of offering
     expenses             218,781              -
    Cash paid
     for
     repurchased
     convertible
     debt                 (75,636)        (1,187)
    Cash paid
     for
     purchased
     options                  (97,336)                   -
    Proceeds
     from
     warrant
     transactions              71,001                    -
    Proceeds
     from
     exercise of
     stock
     options                1,529          5,128
    Excess tax
     benefits
     from stock-
     based award
     activity              17,649         40,696
    Purchases of
     stock for
     tax
     withholding
     obligations
     on vested
     restricted
     stock                 (4,327)        (6,682)
                               ------               ------
    Net cash
     provided by
     financing
     activities               549,935               92,553

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents           (3,568)        (4,121)
                               ------               ------
    Net increase
     (decrease)
     in cash and
     cash
     equivalents          413,548        (82,883)
    Cash and
     cash
     equivalents
     at
     beginning
     of period            202,331        285,214
                              -------
    Cash and
     cash
     equivalents
     at end of
     period              $615,879       $202,331
                             ========             ========

    Non-cash
     transactions:
    Additions to
     property,
     plant and
     equipment
     included in
     accounts
     payable and
     other
     accrued
     liabilities      $           -        $21,722
    Non-cash
     interest
     expense
     capitalized
     and added
     to the cost
     of
     qualified
     assets                 4,964          8,930
    Issuance of
     common
     stock for
     purchase
     acquisition            1,471          3,054
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                       -             40
    Change in
     goodwill
     relating to
     adjustments
     to acquired
     net assets                 -          1,176



    (In
     thousands,
     except per
     share data)
                            THREE MONTHS ENDED
                            ------------------
                 Jan. 3,           Sep. 27,            Jun. 28,
                      2010              2009               2009
                      ----              ----               ----
                                      (As                 (As
                                             Restated)           Restated)
                      (Presented on a GAAP Basis)
    Gross margin  $110,977           $99,830            $40,678
    Operating
     income
     (loss)        $42,669           $46,248            $(9,034)
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic           $0.09             $0.21              $0.16
    -Diluted         $0.09             $0.20              $0.16



    (In
     thousands,
     except per
     share data)
                     THREE MONTHS ENDED
                     ------------------
                               Mar. 29,                    Dec. 28,
                                              2009               2008
                                              ----               ----
                                  (As                         (As
                               Restated)                   Restated)
                              (Presented on a GAAP Basis)
    Gross margin                           $32,235           $111,747
    Operating
     income
     (loss)                               $(18,049)           $55,178
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                                  $(0.12)             $0.34
    -Diluted                                $(0.12)             $0.33



    (In
     thousands,
     except per
     share data)
                           TWELVE MONTHS ENDED
                           -------------------
                        Jan. 3,            Dec. 28,
                            2010               2008
                            ----               ----
                                              (As
                                                     Restated)
                     (Presented on a GAAP Basis)
    Gross margin        $283,720           $349,621
    Operating
     income
     (loss)              $61,834           $154,407
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                 $0.36              $1.10
    -Diluted               $0.36              $1.05



    (In
     thousands,
     except per
     share data)
                            THREE MONTHS ENDED
                            ------------------
                 Jan. 3,           Sep. 27,            Jun. 28,
                      2010               2009              2009
                      ----               ----              ----
                                      (As                 (As
                                             Restated)          Restated)
                    (Presented on a non-GAAP Basis)
    Gross margin  $118,661           $107,299           $49,270
    Operating
     income
     (loss)        $60,271            $63,833            $8,380
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic           $0.48              $0.50             $0.09
    -Diluted         $0.47              $0.46             $0.09



    (In
     thousands,
     except per
     share data)
                     THREE MONTHS ENDED
                     ------------------
                               Mar. 29,                   Dec. 28,
                                             2009               2008
                                             ----               ----
                                  (As                        (As
                               Restated)                  Restated)
                            (Presented on a non-GAAP Basis)
    Gross margin                          $36,424           $120,165
    Operating
     income
     (loss)                               $(4,443)           $77,899
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                                 $(0.09)             $0.68
    -Diluted                               $(0.09)             $0.66



    (In
     thousands,
     except per
     share data)
                           TWELVE MONTHS ENDED
                           -------------------
                        Jan. 3,            Dec. 28,
                            2010               2008
                            ----               ----
                                              (As
                                                     Restated)
                     (Presented on a non-GAAP Basis)
    Gross margin        $311,654           $383,503
    Operating
     income
     (loss)             $128,041           $244,386
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                 $1.03              $2.22
    -Diluted               $1.01              $2.13


About SunPower's Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to its convertible debt offering, and the related tax effects of these non-GAAP adjustments. The specific non-GAAP measures listed below are gross margin, operating income and net income per share. Management believes that each of these non-GAAP measures (gross margin, operating income and net income per share) are useful to investors by enabling them to better assess changes in each of these key elements of SunPower's results of operations across different reporting periods on a consistent basis, independent of these non-cash items. Thus, each of these non-GAAP financial measures provides investors with another method for assessing SunPower's operating results in a manner that is focused on its ongoing core operating performance, absent the effects of amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense and a gain on purchased options related to its convertible debt offering. Management also uses these non-GAAP measures internally to assess the business and financial performance of current and historical results, for strategic decision making, forecasting future results and evaluating the company's current performance. Many of the analysts covering SunPower also use these non-GAAP measures in their analyses. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data, the non-GAAP results should be reviewed together with the GAAP results and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.

o Non-GAAP gross margin. The use of this non-GAAP financial measure allows management to evaluate the gross margin of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

o Non-GAAP operating income. The use of this non-GAAP financial measure allows management to evaluate the operating results of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to understand the results of operations of the company's core businesses and to compare results of operations on a more consistent basis against that of other companies in the industry.

o Non-GAAP net income per share. Management presents this non-GAAP financial measure to enable investors and analysts to assess the company's operating results and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense, a gain on purchased options related to its convertible debt offering and the tax effects of these non-GAAP adjustments. In addition, investors and analysts can compare SunPower's operating results on a more consistent basis against that of other companies in the industry. It should be noted that diluted weighted-average shares are determined on a GAAP basis and the resulting share count is used for computing both GAAP and Non-GAAP diluted net income per share.

Non-Cash Items

o Amortization of intangible assets. SunPower incurs amortization of intangible assets as a result of acquisitions, which includes in-process research and development, purchased technology, patents and trade names. SunPower excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and have no direct correlation to the operation of SunPower's core businesses.

o Stock-based compensation. Stock-based compensation relates primarily to SunPower stock awards such as stock options and restricted stock. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the company's core performance against the performance of other companies without the variability created by stock-based compensation.

o Impairment of long-lived assets. SunPower incurred an impairment of long-lived assets in the first quarter of fiscal 2008, which relates to the discontinuation of its imaging detector product line. SunPower excluded this item because the expense is not reflective of its ongoing operating results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash expenses such as impairment of long-lived assets.

o Non-cash interest expense. Under new accounting guidance, SunPower separately accounts for the liability and equity components of its convertible debt in a manner that reflects interest expense equal to its non-convertible debt borrowing rate. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 1.25% senior convertible debentures and 0.75% senior convertible debentures. SunPower excludes non-cash interest expense because the expense is not reflective of its ongoing financial results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash interest expense.

o Gain on purchased options related to SunPower's convertible debt offering. In connection with the issuance of its 4.75% senior convertible debentures in May 2009, SunPower entered into certain convertible debenture hedge transactions with respect to its class A common stock intended to reduce the potential dilution that would occur upon conversion of the debentures. The convertible debenture hedge transactions consisting of call option instruments are deemed to be a mark-to-market derivative during the period in which the over-allotment option in favor of the debenture underwriters is unexercised. SunPower entered into the underwriting agreement on April 28, 2009 and the debenture underwriters exercised the over-allotment option on April 29, 2009. During the one-day period that the underwriters' over-allotment option was outstanding, SunPower's class A common stock price increased substantially. SunPower excluded the $21.2 million gain relating to the purchased options from its non-GAAP results because it was not realized in cash and it is not reflective of the company's ongoing financial results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash income from a gain on purchased options.

o Tax effect. This amount is used to present each of the amounts described above on an after-tax basis with the presentation of non-GAAP net income per share.

For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP results of operations measures to non-GAAP measures" set forth at the end of this release and which should be read together with the preceding financial statements prepared in accordance with GAAP.


                                      SUNPOWER CORPORATION
                     RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
                                          (Unaudited)
                             (In thousands, except per share data)


    STATEMENT OF OPERATIONS DATA:


                             THREE MONTHS ENDED
                             ------------------
                  Jan. 3,            Sep. 27,            Jun. 28,
                        2010                2009               2009
                        ----                ----               ----
                                        (As                 (As
                                                Restated)           Restated)
    GAAP gross
     margin         $110,977             $99,830            $40,678
    Amortization
     of
     intangible
     assets            2,807               2,802              2,795
    Stock-based
     compensation
     expense           4,243               4,302              4,557
    Impairment
     of long-
     lived
     assets                -                   -                  -
    Non-cash
     interest
     expense             634                 365              1,240
                         ---                 ---              -----
    Non-GAAP
     gross
     margin         $118,661            $107,299            $49,270
                    ========            ========            =======

    GAAP
     operating
     income
     (loss)          $42,669             $46,248            $(9,034)
    Amortization
     of
     intangible
     assets            4,178               4,146              4,098
    Stock-based
     compensation
     expense          12,790              13,074             12,076
    Impairment
     of long-
     lived
     assets                -                   -                  -
    Non-cash
     interest
     expense             634                 365              1,240
                         ---                 ---              -----
    Non-GAAP
     operating
     income
     (loss)          $60,271             $63,833             $8,380
                     =======             =======             ======



                      THREE MONTHS ENDED
                      ------------------
                                Mar. 29,                    Dec. 28,
                                               2009                2008
                                               ----                ----
                                   (As                         (As
                                Restated)                   Restated)
    GAAP gross
     margin                                 $32,235            $111,747
    Amortization
     of
     intangible
     assets                                   2,793               2,930
    Stock-based
     compensation
     expense                                    896               5,171
    Impairment
     of long-
     lived
     assets                                       -                   -
    Non-cash
     interest
     expense                                    500                 317
                                                ---                 ---
    Non-GAAP
     gross
     margin                                 $36,424            $120,165
                                            =======            ========

    GAAP
     operating
     income
     (loss)                                $(18,049)            $55,178
    Amortization
     of
     intangible
     assets                                   4,052               4,210
    Stock-based
     compensation
     expense                                  9,054              18,194
    Impairment
     of long-
     lived
     assets                                       -                   -
    Non-cash
     interest
     expense                                    500                 317
                                                ---                 ---
    Non-GAAP
     operating
     income
     (loss)                                 $(4,443)            $77,899
                                            =======             =======



                            TWELVE MONTHS ENDED
                            -------------------
                         Jan. 3,            Dec. 28,
                              2010                2008
                              ----                ----
                                               (As
                                                       Restated)
    GAAP gross
     margin               $283,720            $349,621
    Amortization
     of
     intangible
     assets                 11,197              11,996
    Stock-based
     compensation
     expense                13,998              18,889
    Impairment
     of long-
     lived
     assets                      -               2,203
    Non-cash
     interest
     expense                 2,739                 794
                             -----                 ---
    Non-GAAP
     gross
     margin               $311,654            $383,503
                          ========            ========

    GAAP
     operating
     income
     (loss)                $61,834            $154,407
    Amortization
     of
     intangible
     assets                 16,474              16,762
    Stock-based
     compensation
     expense                46,994              70,220
    Impairment
     of long-
     lived
     assets                      -               2,203
    Non-cash
     interest
     expense                 2,739                 794
                             -----                 ---
    Non-GAAP
     operating
     income
     (loss)               $128,041            $244,386
                          ========            ========


    NET INCOME PER SHARE:


                          THREE MONTHS ENDED
                          ------------------
                  Jan. 3,        Sep. 27,           Jun. 28,
                     2010           2009             2009
                     ----           ----             ----
                                    (As                (As
                                         Restated)          Restated)
    Basic:
    ------
    GAAP net
     income
     (loss) per
     share          $0.09          $0.21            $0.16
    Reconciling
     items:
    Amortization
     of
     intangible
     assets          0.04           0.04             0.04
    Stock-based
     compensation
     expense         0.13           0.14             0.13
    Impairment
     of long-
     lived
     assets             -              -                -
    Non-cash
     interest
     expense         0.06           0.06             0.06
    Gain on
     purchased
     options            -              -            (0.23)
    Tax effect       0.16           0.05            (0.07)
                     ----           ----            -----
    Non-GAAP
     net income
     (loss) per
     share          $0.48          $0.50            $0.09
                    =====          =====            =====

    Diluted:
    GAAP net
     income
     (loss) per
     share          $0.09          $0.20            $0.16
    Reconciling
     items:
    Amortization
     of
     intangible
     assets          0.04           0.04             0.04
    Stock-based
     compensation
     expense         0.13           0.12             0.13
    Impairment
     of long-
     lived
     assets             -              -                -
    Non-cash
     interest
     expense         0.06           0.05             0.06
    Gain on
     purchased
     options            -              -            (0.23)
    Tax effect       0.15           0.05            (0.07)
                     ----           ----            -----
    Non-GAAP
     net income
     (loss) per
     share          $0.47          $0.46            $0.09
                    =====          =====            =====

    Weighted-
     average
     shares:

    GAAP net
     income
     (loss) per
     share:
    - Basic        94,910         94,668           90,873
    - Diluted      96,447        105,031           92,640

    Non-GAAP
     net income
     (loss) per
     share:
    - Basic        94,910         94,668           90,873
    - Diluted      96,447        105,031           92,640



                      THREE MONTHS ENDED
                      ------------------
                               Mar. 29,                   Dec. 28,
                                             2009              2008
                                             ----              ----
                                  (As                        (As
                               Restated)                  Restated)
    Basic:
    ------
    GAAP net
     income
     (loss) per
     share                                 $(0.12)            $0.34
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                                  0.05              0.05
    Stock-based
     compensation
     expense                                 0.11              0.22
    Impairment
     of long-
     lived
     assets                                     -                 -
    Non-cash
     interest
     expense                                 0.06              0.05
    Gain on
     purchased
     options                                    -                 -
    Tax effect                              (0.19)             0.02
                                            -----              ----
    Non-GAAP
     net income
     (loss) per
     share                                 $(0.09)            $0.68
                                           ======             =====

    Diluted:
    GAAP net
     income
     (loss) per
     share                                 $(0.12)            $0.33
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                                  0.05              0.05
    Stock-based
     compensation
     expense                                 0.11              0.21
    Impairment
     of long-
     lived
     assets                                     -                 -
    Non-cash
     interest
     expense                                 0.06              0.05
    Gain on
     purchased
     options                                    -                 -
    Tax effect                              (0.19)             0.02
                                            -----              ----
    Non-GAAP
     net income
     (loss) per
     share                                 $(0.09)            $0.66
                                           ======             =====

    Weighted-
     average
     shares:

    GAAP net
     income
     (loss) per
     share:
    - Basic                                83,749            83,244
    - Diluted                              83,749            85,356

    Non-GAAP
     net income
     (loss) per
     share:
    - Basic                                83,749            83,244
    - Diluted                              83,749            85,356



                            TWELVE MONTHS ENDED
                            -------------------
                         Jan. 3,            Dec. 28,
                            2010              2008
                            ----              ----
                                               (As
                                                     Restated)
    Basic:
    ------
    GAAP net
     income
     (loss) per
     share                 $0.36             $1.10
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                 0.18              0.21
    Stock-based
     compensation
     expense                0.51              0.86
    Impairment
     of long-
     lived
     assets                    -              0.03
    Non-cash
     interest
     expense                0.24              0.21
    Gain on
     purchased
     options               (0.23)                -
    Tax effect             (0.03)            (0.19)
                           -----             -----
    Non-GAAP
     net income
     (loss) per
     share                 $1.03             $2.22
                           =====             =====

    Diluted:
    GAAP net
     income
     (loss) per
     share                 $0.36             $1.05
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                 0.18              0.20
    Stock-based
     compensation
     expense                0.50              0.83
    Impairment
     of long-
     lived
     assets                    -              0.03
    Non-cash
     interest
     expense                0.24              0.20
    Gain on
     purchased
     options               (0.23)                -
    Tax effect             (0.04)            (0.18)
                           -----             -----
    Non-GAAP
     net income
     (loss) per
     share                 $1.01             $2.13
                           =====             =====

    Weighted-
     average
     shares:

    GAAP net
     income
     (loss) per
     share:
    - Basic               91,050            80,522
    - Diluted             92,746            83,947

    Non-GAAP
     net income
     (loss) per
     share:
    - Basic               91,050            80,522
    - Diluted             92,746            83,947


The following supplemental data represents the individual charges and credits that are excluded from SunPower's non-GAAP financial measures for each period presented in the Condensed Consolidated Statements of Operations contained herein.


                                       SUPPLEMENTAL DATA
                                         (In thousands)


                                       THREE MONTHS ENDED
                                       ------------------
                          January 3, 2010
                          ---------------
                                                            Research
                          Gross Margin                                    and
                          Systems            Components       development
    Amortization of
     intangible assets       $1,841              $966     $        -
    Stock-based
     compensation expense     1,004             3,239          1,647
    Non-cash interest
     expense                    186               448              -
    Tax effect                    -                 -              -
                                ---               ---            ---
                             $3,031            $4,653         $1,647
                             ======            ======         ======



                               THREE MONTHS ENDED
                               ------------------
                  January 3, 2010
                  ---------------
                                         Interest
                     Selling,              and            Income
                     general                      other          tax
                                          income
                       and             (expense),
                   administrative                     net          provision
     Amortization
     of
     intangible
     assets           $1,371        $        -       $        -
    Stock-
     based
     compensation
     expense           6,900                 -                -
    Non-cash
     interest
     expense               -             5,110                -
    Tax effect             -                 -           14,540
                         ---               ---           ------
                      $8,271            $5,110          $14,540
                      ======            ======          =======






                          September 27, 2009
                          ------------------
                                                          Research
                          Gross Margin                                  and
                          Systems            Components     development
    Amortization of
     intangible assets       $1,841              $961   $        -
    Stock-based
     compensation expense     1,494             2,808        1,736
    Non-cash interest
     expense                     87               278            -
    Tax effect                    -                 -            -
                                ---               ---          ---
                             $3,422            $4,047       $1,736
                             ======            ======       ======






                  September 27, 2009
                  ------------------
                                        Interest
                     Selling,             and            Income
                     general                     other          tax
                                         income
                       and            (expense),
                   administrative                    net          provision
     Amortization
     of
     intangible
     assets           $1,344        $       -       $        -
    Stock-
     based
     compensation
     expense           7,036                -                -
    Non-cash
     interest
     expense               -            4,885                -
    Tax effect             -                -            4,928
                         ---              ---            -----
                      $8,380           $4,885           $4,928
                      ======           ======           ======




                          June 28, 2009
                                                     Research
                          Gross Margin                             and
                          Systems       Components     development
    Amortization of
     intangible assets       $1,841         $954   $        -
    Stock-based
     compensation expense     1,474        3,083        1,566
    Non-cash interest
     expense                    347          893            -
    Gain on purchased
     options                      -            -            -
    Tax effect                    -            -            -
                                ---          ---          ---
                             $3,662       $4,930       $1,566
                             ======       ======       ======




                  June 28, 2009
                                      Interest
                     Selling,           and            Income
                     general                   other            tax
                                       income
                       and          (expense),
                   administrative                  net            provision
     Amortization
     of
     intangible
     assets           $1,303      $         -       $         -
    Stock-
     based
     compensation
     expense           5,953                -                 -
    Non-cash
     interest
     expense               -            4,675                 -
    Gain on
     purchased
     options               -          (21,193)                -
    Tax effect             -                -            (7,009)
                         ---              ---            ------
                      $7,256         $(16,518)          $(7,009)
                      ======         ========           =======




                          March 29, 2009
                                                      Research
                          Gross Margin                              and
                          Systems        Components     development
    Amortization of
     intangible assets       $1,841          $952   $        -
    Stock-based
     compensation expense       298           598        1,347
    Non-cash interest
     expense                    230           270            -
    Tax effect                    -             -            -
                                ---           ---          ---
                             $2,369        $1,820       $1,347
                             ======        ======       ======




                  March 29, 2009
                                      Interest
                     Selling,           and            Income
                     general                   other            tax
                                       income
                       and          (expense),         provision
                   administrative                  net             (benefit)
     Amortization
     of
     intangible
     assets           $1,259      $       -       $          -
    Stock-
     based
     compensation
     expense           6,811              -                  -
    Non-cash
     interest
     expense               -          4,521                  -
    Tax effect             -              -            (16,161)
                         ---            ---            -------
                      $8,070         $4,521           $(16,161)
                      ======         ======           ========




                          December 28, 2008
                                                         Research
                          Gross Margin                                 and
                          Systems           Components     development
    Amortization of
     intangible assets       $1,841           $1,089   $        -
    Stock-based
     compensation expense     3,084            2,087        1,218
    Non-cash interest
     expense                     86              231            -
    Tax effect                    -                -            -
                                ---              ---          ---
                             $5,011           $3,407       $1,218
                             ======           ======       ======




                  December 28, 2008
                                        Interest
                     Selling,             and            Income
                     general                     other          tax
                                         income
                       and            (expense),
                   administrative                    net          provision
     Amortization
     of
     intangible
     assets           $1,280        $       -       $        -
    Stock-
     based
     compensation
     expense          11,805                -                -
    Non-cash
     interest
     expense               -            3,875                -
    Tax effect             -                -            1,949
                         ---              ---            -----
                     $13,085           $3,875           $1,949
                     =======           ======           ======





                                       TWELVE MONTHS ENDED
                          January 3, 2010
                                                           Research
                          Gross Margin                                   and
                          Systems            Components      development
    Amortization of
     intangible assets         $7,364            $3,833    $        -
    Stock-based
     compensation expense       4,270             9,728         6,296
    Non-cash interest
     expense                      850             1,889             -
    Gain on purchased
     options                        -                 -             -
    Tax effect                      -                 -             -
                                  ---               ---           ---
                              $12,484           $15,450        $6,296
                              =======           =======        ======





                                TWELVE MONTHS ENDED
                  January 3, 2010
                      Selling,              Interest       Income
                      general              and other       tax
                                             income
                        and                (expense),
                   administrative                     net          provision
     Amortization
     of
     intangible
     assets             $5,277         $         -     $        -
    Stock-
     based
     compensation
     expense            26,700                   -              -
    Non-cash
     interest
     expense                 -              19,191              -
    Gain on
     purchased
     options                 -            (21,193)              -
    Tax effect               -                   -         (3,702)
                           ---                 ---         ------
                       $31,977             $(2,002)       $(3,702)
                       =======             =======        =======




                          December 28, 2008
                                                       Research
                          Gross Margin                               and
                          Systems           Components   development
    Amortization of
     intangible assets         $7,691           $4,305 $        -
    Stock-based
     compensation expense      10,745            8,144      3,988
    Impairment of long-
     lived assets                   -            2,203          -
    Non-cash interest
     expense                      287              507          -
    Tax effect                      -                -          -
                                  ---              ---        ---
                              $18,723          $15,159     $3,988
                              =======          =======     ======




                    December 28, 2008
                        Selling,         Interest       Income
                        general         and other       tax
                                          income
                          and           (expense),
                     administrative                net           provision
    Amortization of
     intangible
     assets               $4,766      $       -     $         -
    Stock-based
     compensation
     expense              47,343              -               -
    Impairment of
     long-lived
     assets                    -              -               -
    Non-cash
     interest
     expense                   -         16,115               -
    Tax effect                 -              -         (14,896)
                             ---            ---         -------
                         $52,109        $16,115        $(14,896)
                         =======        =======        ========


                                      SUNPOWER CORPORATION
                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (In thousands, except per share data)

                                          (Unaudited)


                                    Three Months Ended December
                                              28, 2008
                                       ---------------------------
                               As
                          Previously                                  As
                            Reported          Restatement           Restated
                          -----------         -----------          ---------
                                              Adjustments
                                              -----------

    Revenue:
    Systems                  $177,858            $(2,882)           $174,976
    Components                223,109                  -             223,109
                              -------                ---             -------
                              400,967             (2,882)            398,085
                              -------             ------             -------
    Cost of revenue:
    Cost of systems
     revenue                  142,591             (2,861)            139,730
    Cost of components
     revenue                  147,045               (437)            146,608
                              -------               ----             -------
                              289,636             (3,298)            286,338

    Gross margin              111,331                416             111,747

    Operating expenses:
    Research and
     development                5,970                  -               5,970
    Selling, general and
     administrative            50,599                  -              50,599
                               ------                ---              ------
    Total operating
     expenses                  56,569                  -              56,569
                               ------                ---              ------
    Operating income           54,762                416              55,178
    Other income
     (expense), net           (20,741)              (998)            (21,739)
                              -------               ----             -------
    Income before income
     taxes and equity in
     earnings of
     unconsolidated
     investees             34,021         (582)       33,439
    Provision for income
     taxes                     12,742                508              13,250
                               ------                ---              ------
    Income before equity
     in earnings of
     unconsolidated
     investees                 21,279             (1,090)             20,189
    Equity in earnings of
     unconsolidated
     investees                 10,071             (1,800)              8,271
                               ------             ------               -----
    Net income                $31,350            $(2,890)            $28,460
                              =======            =======             =======

    Net income per share
     of class A and class
     B common stock:
    Basic                       $0.37             $(0.03)              $0.34
    Diluted                     $0.36             $(0.03)              $0.33

    Weighted-average
     shares:
    Basic                      83,244                                 83,244
    Diluted                    85,356                                 85,356



                                Twelve Months Ended December
                                          28, 2008
                                    ----------------------------
                         As
                    Previously
                     Reported,
                         As
                      Adjusted                           As
                          (1)        Restatement       Restated
                       -----------         -----------          ---------
                                          Adjustments
                                          -----------

    Revenue:
    Systems               $820,632              $2,675             $823,307
    Components             614,287                   -              614,287
                           -------                 ---              -------
                         1,434,919               2,675            1,437,594
                         ---------               -----            ---------
    Cost of
     revenue:
    Cost of
     systems
     revenue               653,907               5,845              659,752
    Cost of
     components
     revenue               418,333               9,888              428,221
                           -------               -----              -------
                         1,072,240              15,733            1,087,973

    Gross margin           362,679             (13,058)             349,621

    Operating
     expenses:
    Research and
     development            21,474                   -               21,474
    Selling,
     general and
     administrative        173,740                   -              173,740
                           -------                 ---              -------
    Total
     operating
     expenses              195,214                   -              195,214
                           -------                 ---              -------
    Operating
     income                167,465             (13,058)             154,407
    Other income
     (expense),
     net                   (38,338)                  -              (38,338)
                           -------                 ---              -------
    Income
     before
     income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees         129,127       (13,058)       116,069
    Provision
     for income
     taxes                  44,017              (3,399)              40,618
                            ------              ------               ------
    Income
     before
     equity in
     earnings of
     unconsolidated
     investees          85,110        (9,659)        75,451
    Equity in
     earnings of
     unconsolidated
     investees              14,077                   -               14,077
                            ------                 ---               ------
    Net income             $99,187             $(9,659)             $89,528
                           =======             =======              =======

    Net income
     per share
     of class A
     and class B
     common
     stock:
    Basic                    $1.22              $(0.12)               $1.10
    Diluted                  $1.17              $(0.12)               $1.05

    Weighted-
     average
     shares:
    Basic                   80,522                                   80,522
    Diluted                 83,947                                   83,947


                                          SUNPOWER CORPORATION
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (In thousands, except per share data)

                                               (Unaudited)


                                    Three Months Ended March
                                            29, 2009
                                        ------------------------
                             As
                         Previously                                 As
                          Reported          Restatement          Restated
                         -----------         -----------         ---------
                                            Adjustments
                                            -----------

    Revenue:
    Systems                 $106,097             $(2,144)           $103,953
    Components               107,690                   -             107,690
                             -------                 ---             -------
                             213,787              (2,144)            211,643
                             -------              ------             -------
    Cost of
     revenue:
    Cost of
     systems
     revenue                  88,351               6,973              95,324
    Cost of
     components
     revenue                  77,688               6,396              84,084
                              ------               -----              ------
                             166,039              13,369             179,408

    Gross
     margin                   47,748             (15,513)             32,235

    Operating
     expenses:
    Research
     and
     development               7,964                 (84)              7,880
    Selling,
     general
     and
     administrative           42,283                 121              42,404
                              ------                 ---              ------
    Total
     operating
     expenses                 50,247                  37              50,284
                              ------                 ---              ------
    Operating
     income
     (loss)                   (2,499)            (15,550)            (18,049)
    Other
     income
     (expense)
    Gain on
     purchased
     options                       -                   -                   -
    Interest
     and
     other
     income
     (expense),
     net                 (12,094)            -       (12,094)
                             -------                 ---             -------
    Other
     income
     (expense),
     net                     (12,094)                  -             (12,094)
                             -------                 ---             -------
    Income
     (loss)
     before
     income
     taxes
     and
     equity
     in
     earnings
     of
     unconsolidated
     investees           (14,593)      (15,550)      (30,143)
    Provision
     for
     (benefit
     from)
     income
     taxes                (8,562)      (10,634)      (19,196)
                              ------             -------             -------
    Income
     (loss)
     before
     equity
     in
     earnings
     of
     unconsolidated
     investees            (6,031)       (4,916)      (10,947)
    Equity in
     earnings
     of
     unconsolidated
     investees             1,245             -         1,245
                               -----                 ---               -----
    Net
     income
     (loss)                  $(4,786)            $(4,916)            $(9,702)
                             =======             =======             =======

    Net
     income
     (loss)
     per
     share of
     class A
     and
     class B
     common
     stock:
    Basic                     $(0.06)             $(0.06)             $(0.12)
    Diluted                   $(0.06)             $(0.06)             $(0.12)

    Weighted-
     average
     shares:
    Basic                     83,749                                  83,749
    Diluted                   83,749                                  83,749



                                  Three Months Ended June 28,
                                                    2009
                                        ----------------------------
                             As
                         Previously                                 As
                          Reported          Restatement         Restated
                         -----------         -----------         ---------
                                            Adjustments
                                            -----------

    Revenue:
    Systems                $108,724              $1,697           $110,421
    Components              188,920                   -            188,920
                            -------                 ---            -------
                            297,644               1,697            299,341
                            -------               -----            -------
    Cost of
     revenue:
    Cost of
     systems
     revenue                 91,793               4,243             96,036
    Cost of
     components
     revenue                147,388              15,239            162,627
                            -------              ------            -------
                            239,181              19,482            258,663

    Gross
     margin                  58,463             (17,785)            40,678

    Operating
     expenses:
    Research
     and
     development              6,853                  84              6,937
    Selling,
     general
     and
     administrative          41,755               1,020             42,775
                             ------               -----             ------
    Total
     operating
     expenses                48,608               1,104             49,712
                             ------               -----             ------
    Operating
     income
     (loss)                   9,855             (18,889)            (9,034)
    Other
     income
     (expense)
    Gain on
     purchased
     options                 21,193                   -             21,193
    Interest
     and
     other
     income
     (expense),
     net                 (5,956)            -       (5,956)
                             ------                 ---             ------
    Other
     income
     (expense),
     net                     15,237                   -             15,237
                             ------                 ---             ------
    Income
     (loss)
     before
     income
     taxes
     and
     equity
     in
     earnings
     of
     unconsolidated
     investees           25,092       (18,889)       6,203
    Provision
     for
     (benefit
     from)
     income
     taxes                4,054        (9,277)      (5,223)
                              -----              ------             ------
    Income
     (loss)
     before
     equity
     in
     earnings
     of
     unconsolidated
     investees           21,038        (9,612)      11,426
    Equity in
     earnings
     of
     unconsolidated
     investees            3,133             -        3,133
                              -----                 ---              -----
    Net
     income
     (loss)                 $24,171             $(9,612)           $14,559
                            =======             =======            =======

    Net
     income
     (loss)
     per
     share of
     class A
     and
     class B
     common
     stock:
    Basic                     $0.27              $(0.11)             $0.16
    Diluted                   $0.26              $(0.10)             $0.16

    Weighted-
     average
     shares:
    Basic                    90,873                                 90,873
    Diluted                  98,412                                 92,640



                                      Three Months Ended
                                      September 27, 2009
                                           ------------------
                             As
                         Previously                                 As
                          Reported          Restatement         Restated
                         -----------         -----------         ---------
                                            Adjustments
                                            -----------

    Revenue:
    Systems                $168,412               $(946)          $167,466
    Components              297,895                   -            297,895
                            -------                 ---            -------
                            466,307                (946)           465,361
                            -------                ----            -------
    Cost of
     revenue:
    Cost of
     systems
     revenue                144,859              (2,789)           142,070
    Cost of
     components
     revenue                232,164              (8,703)           223,461
                            -------              ------            -------
                            377,023             (11,492)           365,531

    Gross
     margin                  89,284              10,546             99,830

    Operating
     expenses:
    Research
     and
     development              8,250                   -              8,250
    Selling,
     general
     and
     administrative          46,473              (1,141)            45,332
                             ------              ------             ------
    Total
     operating
     expenses                54,723              (1,141)            53,582
                             ------              ------             ------
    Operating
     income
     (loss)                  34,561              11,687             46,248
    Other
     income
     (expense)
    Gain on
     purchased
     options                      -                   -                  -
    Interest
     and
     other
     income
     (expense),
     net                 (9,269)            -       (9,269)
                             ------                 ---             ------
    Other
     income
     (expense),
     net                     (9,269)                  -             (9,269)
                             ------                 ---             ------
    Income
     (loss)
     before
     income
     taxes
     and
     equity
     in
     earnings
     of
     unconsolidated
     investees           25,292        11,687       36,979
    Provision
     for
     (benefit
     from)
     income
     taxes               15,088         4,874       19,962
                             ------               -----             ------
    Income
     (loss)
     before
     equity
     in
     earnings
     of
     unconsolidated
     investees           10,204         6,813       17,017
    Equity in
     earnings
     of
     unconsolidated
     investees            2,627             -        2,627
                              -----                 ---              -----
    Net
     income
     (loss)                 $12,831              $6,813            $19,644
                            =======              ======            =======

    Net
     income
     (loss)
     per
     share of
     class A
     and
     class B
     common
     stock:
    Basic                     $0.14               $0.07              $0.21
    Diluted                   $0.13               $0.07              $0.20

    Weighted-
     average
     shares:
    Basic                    94,668                                 94,668
    Diluted                  96,319                                105,031


                                      SUNPOWER CORPORATION
                                       NON-GAAP MEASURES
                             (In thousands, except per share data)

                                          (Unaudited)


                                    Three Months Ended December
                                              28, 2008
                                     ---------------------------
                               As
                          Previously                                 As
                            Reported          Restatement           Restated
                          -----------         -----------          ---------
                                              Adjustments
                                              -----------

    Gross margin            $119,749              $416           $120,165

    Operating income         $77,483              $416            $77,899

    Net income per share
     of class A and class
     B common stock:
    Basic                      $0.71            $(0.03)             $0.68
    Diluted                    $0.69            $(0.03)             $0.66

    Weighted-average
     shares:
    Basic                     83,244                               83,244
    Diluted                   85,356                               85,356



                                      Twelve Months Ended December
                                                28, 2008
                                        ----------------------------
                               As
                          Previously
                           Reported,
                               As
                            Adjusted                           As
                               (1)       Restatement       Restated
                            -----------         -----------          ---------
                                                Adjustments
                                              -----------

    Gross margin              $396,561            $(13,058)          $383,503

    Operating income          $257,444            $(13,058)          $244,386

    Net income per share
     of class A and class
     B common stock:
    Basic                        $2.33              $(0.11)             $2.22
    Diluted                      $2.24              $(0.11)             $2.13

    Weighted-average
     shares:
    Basic                       80,522                                 80,522
    Diluted                     83,947                                 83,947


    (1) Includes retrospective application for adoption of new accounting
    guidance for convertible debt instruments that may be settled in
    cash upon conversion.

                                           SUNPOWER CORPORATION
                                            NON-GAAP MEASURES
                                  (In thousands, except per share data)

                                               (Unaudited)


                             Three Months Ended March 29,
                                               2009
                                  -----------------------------
                        As
                    Previously                                 As
                     Reported          Restatement          Restated
                    -----------         -----------          ---------
                                       Adjustments
                                       -----------

    Gross
     margin           $51,864            $(15,440)           $36,424

     Operating
     income
     (loss)           $11,536            $(15,979)           $(4,443)

    Net
     income
     (loss)
     per
     share
     of
     class A
     and
     class B
     common
     stock:
    Basic               $0.05              $(0.14)            $(0.09)
    Diluted             $0.05              $(0.14)            $(0.09)

     Weighted-
     average
     shares:
    Basic              83,749                                 83,749
    Diluted            85,579                                 83,749



                             Three Months Ended June 28,
                                               2009
                                  ----------------------------
                        As
                    Previously                                 As
                     Reported          Restatement          Restated
                    -----------         -----------          ---------
                                       Adjustments
                                       -----------

    Gross
     margin           $67,128            $(17,858)          $49,270

     Operating
     income
     (loss)           $26,840            $(18,460)           $8,380

    Net
     income
     (loss)
     per
     share
     of
     class A
     and
     class B
     common
     stock:
    Basic               $0.25              $(0.16)            $0.09
    Diluted             $0.24              $(0.15)            $0.09

     Weighted-
     average
     shares:
    Basic              90,873                                90,873
    Diluted            98,412                                92,640



                                 Three Months Ended
                                 September 27, 2009
                                     ------------------
                        As
                    Previously                               As
                     Reported          Restatement         Restated
                    -----------         -----------         ---------
                                       Adjustments
                                       -----------

    Gross
     margin           $96,753           $10,546           $107,299

     Operating
     income
     (loss)           $52,146           $11,687            $63,833

    Net
     income
     (loss)
     per
     share
     of
     class A
     and
     class B
     common
     stock:
    Basic               $0.42             $0.08              $0.50
    Diluted             $0.42             $0.04              $0.46

     Weighted-
     average
     shares:
    Basic              94,668                               94,668
    Diluted            96,319                              105,031


                                      SUNPOWER CORPORATION
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (In thousands)

                                          (Unaudited)

                               Three Months Ended December
                                         28, 2008
                                    ---------------------------
                         As
                    Previously
                     Reported,
                         As
                      Adjusted                            As
                          (1)       Restatement        Restated
                       -----------        -----------           ---------
                                         Adjustments
                                         -----------

    Cash flows
     from
     operating
     activities:
    Net income             $31,350              $(2,890)             $28,460
    Adjustments
     to
     reconcile
     net income
     to net cash
     provided by
     operating
     activities:
    Stock-
     based
     compensation           18,194                    -               18,194
    Depreciation            18,376                    -               18,376
     Amortization
     of other
     intangible
     assets                  4,210                    -                4,210
    Impairment
     of
     investments
     and long-
     lived
     assets              4,475           -          4,475
    Non-cash
     interest
     expense                 4,192                    -                4,192
     Amortization
     of debt
     issuance
     costs                     537                    -                  537
    Equity in
     earnings
     of
     unconsolidated
     investees         (10,071)      1,800         (8,271)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           (7,625)     (4,464)       (12,089)
    Deferred
     income
     taxes and
     other tax
     liabilities        (8,975)        508         (8,467)
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:             -
    Accounts
     receivable             (2,251)                   -               (2,251)
    Costs and
     estimated
     earnings
     in excess
     of
     billings           26,380       4,489         30,869
    Inventories            (50,698)              (9,584)             (60,282)
    Prepaid
     expenses
     and other
     assets                (32,154)                  (3)             (32,157)
    Advances to
     suppliers             (17,805)                   -              (17,805)
    Accounts
     payable
     and other
     accrued
     liabilities        70,703       2,737         73,440
    Billings in
     excess of
     costs and
     estimated
     earnings            2,641       2,860          5,501
    Customer
     advances               (5,759)                   -               (5,759)
                            ------                  ---               ------
    Net cash
     provided
     by
     operating
     activities         45,720      (4,547)        41,173

    Cash flows
     from
     investing
     activities:
    Iincrease
     in
     restricted
     cash and
     cash
     equivalents       (65,237)          -        (65,237)
    Purchases
     of
     property,
     plant and
     equipment        (115,247)         84       (115,163)
    Purchases
     of
     available-
     for-sale
     securities              -           -              -
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities         21,885           -         21,885
    Cash paid
     for
     acquisitions,
     net of
     cash
     acquired                -           -              -
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies               -           -              -
                               ---                  ---                  ---
    Net cash
     used in
     investing
     activities           (158,599)                  84             (158,515)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term debt,
     net of
     issuance
     costs              54,598           -         54,598
    Cash paid
     for
     repurchased
     convertible
     debt               (1,187)          -         (1,187)
    Proceeds
     from
     exercise
     of stock
     options             1,342           -          1,342
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity            7,625       4,464         12,089
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock                (829)          -           (829)
                              ----                  ---                 ----
    Net cash
     provided
     by
     financing
     activities         61,549       4,464         66,013

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents        (2,955)          -         (2,955)
                            ------                  ---               ------
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents       (54,285)          -        (54,285)
    Cash and
     cash
     equivalents
     at
     beginning
     of period         256,616           -        256,616
                           -------                  ---              -------
    Cash and
     cash
     equivalents
     at end of
     period           $202,331      $         -       $202,331
                          ========        ===       ===             ========

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities    $          -      $         -    $           -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets              2,563           -          2,563
    Issuance of
     common
     stock for
     purchase
     acquisition             -           -              -
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                   40           -             40
    Change in
     goodwill
     relating
     to
     adjustments
     to
     acquired
     net assets            945           -            945



                                Twelve Months Ended December
                                          28, 2008
                                     ----------------------------
                         As
                    Previously
                     Reported,
                         As
                      Adjusted                             As
                          (1)        Restatement        Restated
                       -----------         -----------           ---------
                                          Adjustments
                                          -----------

    Cash flows
     from
     operating
     activities:
    Net income             $99,187               $(9,659)             $89,528
     Adjustments
     to
     reconcile
     net
     income to
     net cash
     provided
     by
     operating
     activities:
    Stock-
     based
     compensation           70,220                     -               70,220
    Depreciation            54,117                   356               54,473
     Amortization
     of other
     intangible
     assets                 16,762                     -               16,762
    Impairment
     of
     investments
     and long-
     lived
     assets              7,611            -          7,611
    Non-cash
     interest
     expense                16,909                     -               16,909
     Amortization
     of debt
     issuance
     costs                   2,148                     -                2,148
    Equity in
     earnings
     of
     unconsolidated
     investees         (14,077)           -        (14,077)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity          (41,524)         828        (40,696)
    Deferred
     income
     taxes and
     other tax
     liabilities        20,763       (3,400)        17,363
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:             -
    Accounts
     receivable            (57,575)                    -              (57,575)
    Costs and
     estimated
     earnings
     in excess
     of
     billings            8,680          576          9,256
    Inventories            (98,999)                3,287              (95,712)
    Prepaid
     expenses
     and other
     assets                (61,790)                2,506              (59,284)
    Advances
     to
     suppliers               1,297                     -                1,297
    Accounts
     payable
     and other
     accrued
     liabilities       147,216        2,862        150,078
    Billings
     in excess
     of costs
     and
     estimated
     earnings          (57,423)       3,828        (53,595)
    Customer
     advances               40,125                     -               40,125
                            ------                   ---               ------
    Net cash
     provided
     by
     operating
     activities        153,647        1,184        154,831

    Cash flows
     from
     investing
     activities:
    Iincrease
     in
     restricted
     cash and
     cash
     equivalents      (107,390)           -       (107,390)
    Purchases
     of
     property,
     plant and
     equipment        (265,549)        (356)      (265,905)
    Purchases
     of
     available-
     for-sale
     securities        (65,748)           -        (65,748)
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities        155,833            -        155,833
    Cash paid
     for
     acquisitions,
     net of
     cash
     acquired          (18,311)           -        (18,311)
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies         (24,625)           -        (24,625)
                           -------                   ---              -------
    Net cash
     used in
     investing
     activities           (325,790)                 (356)            (326,146)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs              54,598            -         54,598
    Cash paid
     for
     repurchased
     convertible
     debt               (1,187)           -         (1,187)
    Proceeds
     from
     exercise
     of stock
     options             5,128            -          5,128
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           41,524         (828)        40,696
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock              (6,682)           -         (6,682)
                            ------                   ---               ------
    Net cash
     provided
     by
     financing
     activities         93,381         (828)        92,553

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents        (4,121)           -         (4,121)
                            ------                   ---               ------
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents       (82,883)           -        (82,883)
    Cash and
     cash
     equivalents
     at
     beginning
     of period         285,214            -        285,214
                           -------                   ---              -------
    Cash and
     cash
     equivalents
     at end of
     period           $202,331       $         -       $202,331
                          ========         ===       ===             ========

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities       $28,485      $(6,763)       $21,722
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets              8,930            -          8,930
    Issuance
     of common
     stock for
     purchase
     acquisition         3,054            -          3,054
    Issuance
     of common
     stock for
     repurchased
     convertible
     debt                   40            -             40
    Change in
     goodwill
     relating
     to
     adjustments
     to
     acquired
     net
     assets              1,176            -          1,176


    (1) Includes retrospective application for adoption of new accounting
    guidance for convertible debt instruments that may be settled in
    cash upon conversion.


                  SUNPOWER CORPORATION
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (In thousands)

                       (Unaudited)

                               Three Months Ended March 29, 2009
                               ---------------------------------
                           As
                      Previously                                     As
                        Reported            Restatement           Restated
                      -----------           -----------          ---------
                                            Adjustments
                                            -----------

    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                $(4,786)               $(4,916)            $(9,702)
     Adjustments
     to
     reconcile
     net
     income
     (loss) to
     net cash
     provided
     by (used
     in)
     operating
     activities:
    Stock-
     based
     compensation            9,483                   (429)              9,054
    Depreciation            18,365                      -              18,365
     Amortization
     of other
     intangible
     assets                  4,052                      -               4,052
    Impairment
     of
     investments
     and long-
     lived
     assets            1,318             -         1,318
    Non-cash
     interest
     expense                 5,021                      -               5,021
     Amortization
     of debt
     issuance
     costs                     537                      -                 537
    Gain on
     purchased
     options                     -                      -                   -
    Equity in
     earnings
     of
     unconsolidated
     investees        (1,245)            -        (1,245)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity              -             -             -
    Deferred
     income
     taxes and
     other tax
     liabilities      (6,369)      (10,634)      (17,003)
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:             -
    Accounts
     receivable             40,931                      -              40,931
    Costs and
     estimated
     earnings
     in excess
     of
     billings         (3,797)          619        (3,178)
    Inventories            (95,870)                 9,821             (86,049)
    Prepaid
     expenses
     and other
     assets                 11,913                   (242)             11,671
    Advances
     to
     suppliers               7,993                      -               7,993
    Accounts
     payable
     and other
     accrued
     liabilities     (27,199)        2,401       (24,798)
    Billings
     in excess
     of costs
     and
     estimated
     earnings         (4,612)        4,700            88
    Customer
     advances               (8,860)                (1,320)            (10,180)
                            ------                 ------             -------
    Net cash
     provided
     by (used
     in)
     operating
     activities      (53,125)            -       (53,125)

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents      (9,185)            -        (9,185)
    Purchases
     of
     property,
     plant and
     equipment       (52,101)            -       (52,101)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                 -             -             -
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities       18,177             -        18,177
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies             -             -             -
                               ---                    ---                 ---
    Net cash
     provided
     by (used
     in)
     investing
     activities      (43,109)            -       (43,109)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs            51,232             -        51,232
    Proceeds
     from
     issuance
     of
     convertible
     debt, net
     of
     issuance
     costs                 -             -             -
    Proceeds
     from
     offering
     of class
     A common
     stock,
     net of
     offering
     expenses              -             -             -
    Cash paid
     for
     repurchased
     convertible
     debt                  -             -             -
    Cash paid
     for
     purchased
     options                     -                      -                   -
    Proceeds
     from
     warrant
     transactions                -                      -                   -
    Proceeds
     from
     exercise
     of stock
     options             396             -           396
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity              -             -             -
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock            (2,359)            -        (2,359)
                            ------                    ---              ------
    Net cash
     provided
     by
     financing
     activities       49,269             -        49,269

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents      (6,256)            -        (6,256)
                            ------                    ---              ------
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents     (53,221)            -       (53,221)
    Cash and
     cash
     equivalents
     at
     beginning
     of period       202,331             -       202,331
                           -------                    ---             -------
    Cash and
     cash
     equivalents
     at end of
     period         $149,110     $          -      $149,110
                          --------                    ---            --------

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities     $22,571       $(3,791)      $18,780
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets            2,073             -         2,073
    Issuance
     of common
     stock for
     purchase
     acquisition           -             -             -



                           Three Months Ended June 28, 2009
                           --------------------------------
                     As
                        Previously                              As
                         Reported             Restatement     Restated
                       -----------            -----------    ---------
                                              Adjustments
                                              -----------

    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                  $24,171               $(9,612)      $14,559
     Adjustments
     to
     reconcile
     net
     income
     (loss) to
     net cash
     provided
     by (used
     in)
     operating
     activities:
    Stock-
     based
     compensation             11,647                   429        12,076
    Depreciation              20,569                     -        20,569
     Amortization
     of other
     intangible
     assets                    4,098                     -         4,098
    Impairment
     of
     investments
     and long-
     lived
     assets                489            -          489
    Non-cash
     interest
     expense                   5,915                     -         5,915
     Amortization
     of debt
     issuance
     costs                     1,184                     -         1,184
    Gain on
     purchased
     options                 (21,193)                    -       (21,193)
    Equity in
     earnings
     of
     unconsolidated
     investees          (3,133)           -       (3,133)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           (2,610)       2,610            -
    Deferred
     income
     taxes and
     other tax
     liabilities        (3,505)      (9,277)     (12,782)
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable              (65,422)                    -       (65,422)
    Costs and
     estimated
     earnings
     in excess
     of
     billings           23,168       (1,911)      21,257
    Inventories               87,807                 4,323        92,130
    Prepaid
     expenses
     and other
     assets                  (35,291)                1,540       (33,751)
    Advances
     to
     suppliers                13,449                   297        13,746
    Accounts
     payable
     and other
     accrued
     liabilities      (101,114)      21,419      (79,695)
    Billings
     in excess
     of costs
     and
     estimated
     earnings           42,968       (8,528)      34,440
    Customer
     advances                    774                 1,320         2,094
                                 ---                 -----         -----
    Net cash
     provided
     by (used
     in)
     operating
     activities          3,971        2,610        6,581

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents       (33,151)           -      (33,151)
    Purchases
     of
     property,
     plant and
     equipment         (59,566)           -      (59,566)
    Proceeds
     from sale
     of
     equipment
     to third-
     party               7,902            -        7,902
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities          1,501            -        1,501
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies               -            -            -
                                 ---                   ---           ---
    Net cash
     provided
     by (used
     in)
     investing
     activities        (83,314)           -      (83,314)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs              29,773            -       29,773
    Proceeds
     from
     issuance
     of
     convertible
     debt, net
     of
     issuance
     costs             225,018            -      225,018
    Proceeds
     from
     offering
     of class
     A common
     stock,
     net of
     offering
     expenses          218,895            -      218,895
    Cash paid
     for
     repurchased
     convertible
     debt              (67,949)           -      (67,949)
    Cash paid
     for
     purchased
     options                 (97,336)                    -       (97,336)
    Proceeds
     from
     warrant
     transactions             71,001                     -        71,001
    Proceeds
     from
     exercise
     of stock
     options               442            -          442
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity            2,610       (2,610)           -
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock                (763)           -         (763)
                                ----                   ---          ----
    Net cash
     provided
     by
     financing
     activities        381,691       (2,610)     379,081

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents         5,377            -        5,377
                               -----                   ---         -----
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents       307,725            -      307,725
    Cash and
     cash
     equivalents
     at
     beginning
     of period         149,110            -      149,110
                             -------                   ---       -------
    Cash and
     cash
     equivalents
     at end of
     period           $456,835      $        -      $456,835
                            --------                   ---      --------

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities    $           -      $        -     $     -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets              1,510            -        1,510
    Issuance
     of common
     stock for
     purchase
     acquisition         1,471            -        1,471



                        Three Months Ended September 27, 2009
                        -------------------------------------
                    As
                        Previously                              As
                         Reported            Restatement       Restated
                       -----------           -----------      ---------
                                             Adjustments
                                             -----------

    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                  $12,831              $6,813          $19,644
     Adjustments
     to
     reconcile
     net
     income
     (loss) to
     net cash
     provided
     by (used
     in)
     operating
     activities:
    Stock-
     based
     compensation             13,074                   -           13,074
    Depreciation              21,414                   -           21,414
     Amortization
     of other
     intangible
     assets                    4,146                   -            4,146
    Impairment
     of
     investments
     and long-
     lived
     assets                190           -          190
    Non-cash
     interest
     expense                   5,250                   -            5,250
     Amortization
     of debt
     issuance
     costs                       733                   -              733
    Gain on
     purchased
     options                       -                   -                -
    Equity in
     earnings
     of
     unconsolidated
     investees          (2,627)          -       (2,627)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity          (12,134)      5,007       (7,127)
    Deferred
     income
     taxes and
     other tax
     liabilities        10,151       4,874       15,025
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable              (18,794)                  -          (18,794)
    Costs and
     estimated
     earnings
     in excess
     of
     billings          (60,787)        716      (60,071)
    Inventories               28,977             (7,282)           21,695
    Prepaid
     expenses
     and other
     assets                   15,438                  27           15,465
    Advances
     to
     suppliers                 3,435                   -            3,435
    Accounts
     payable
     and other
     accrued
     liabilities        98,997     (5,617)       93,380
    Billings
     in excess
     of costs
     and
     estimated
     earnings          (33,479)          -      (33,479)
    Customer
     advances                 (5,553)                  -           (5,553)
                              ------                 ---           ------
    Net cash
     provided
     by (used
     in)
     operating
     activities         81,262       4,538       85,800

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents      (103,247)          -     (103,247)
    Purchases
     of
     property,
     plant and
     equipment         (38,426)        469      (37,957)
    Proceeds
     from sale
     of
     equipment
     to third-
     party               1,976           -        1,976
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities          9,867           -        9,867
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies          (1,500)          -       (1,500)
                              ------                 ---           ------
    Net cash
     provided
     by (used
     in)
     investing
     activities       (131,330)        469     (130,861)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs              54,701           -       54,701
    Proceeds
     from
     issuance
     of
     convertible
     debt, net
     of
     issuance
     costs                   -           -            -
    Proceeds
     from
     offering
     of class
     A common
     stock,
     net of
     offering
     expenses             (114)          -         (114)
    Cash paid
     for
     repurchased
     convertible
     debt               (7,687)          -       (7,687)
    Cash paid
     for
     purchased
     options                       -                   -                -
    Proceeds
     from
     warrant
     transactions                  -                   -                -
    Proceeds
     from
     exercise
     of stock
     options               570           -          570
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           12,134     (5,007)        7,127
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock                (586)          -         (586)
                                ----                 ---             ----
    Net cash
     provided
     by
     financing
     activities         59,018     (5,007)       54,011

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents         6,341           -        6,341
                               -----                 ---            -----
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents        15,291           -       15,291
    Cash and
     cash
     equivalents
     at
     beginning
     of period         456,835           -      456,835
                             -------                 ---          -------
    Cash and
     cash
     equivalents
     at end of
     period           $472,126      $      -       $472,126
                            --------                 ---         --------

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities    $           -      $      -     $      -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets                873           -          873
    Issuance
     of common
     stock for
     purchase
     acquisition             -           -            -



SOURCE SunPower Corp.

Copyright (C) 2010 PR Newswire. All rights reserved

SAN JOSE, Calif., March 18, 2010 /PRNewswire via COMTEX News Network/ -- SunPower Corp. (Nasdaq: SPWRA, SPWRB) today announced financial results for its 2009 fourth quarter and fiscal year 2009 which ended January 3, 2010. Revenue for the 2009 fourth quarter was $548 million which compares to $465 million in the third quarter of 2009 and $398 million in the fourth quarter of 2008. The company's Components and Systems segments accounted for 62% and 38% of fourth-quarter 2009 revenue, respectively. The company also issued a press release reporting the results of its audit committee investigation concurrent with this release.

"Our 2009 year-end results reflect the continued success of our portfolio strategy to channels and geographic markets as we further expanded our global dealer presence and completed construction of more than 40 megawatts (MW) of large scale power plant projects during the fourth quarter," said Tom Werner, SunPower's CEO. "In the past four years, we have invested heavily in our long-term strategy of building our brand and channel, and this investment continues to pay off. In the residential channel, our strong brand enabled us to double the number of dealer partners in 2009 and we are selling our high-efficiency systems to approximately 1,000 dealer partners in eight countries. Additionally, as a result of our rapid growth and expanding customer base, we have started to re-align our business units into Residential and Commercial (R&C) and Utilities and Power Plants (UPP). As part of this strategy, we have appointed Jim Pape, former vice president of North America for Trane Commercial Systems, to lead our R&C business group. With more than 25 years of management experience, we are excited to have Jim join the team.

"In the systems segment, we added to our industry-leading installed base by delivering on our engineering, procurement and construction (EPC) commitments, installing more than 100 MW of rooftop and ground mounted systems in 2009. In the fourth quarter, we completed the largest Italian photovoltaic (PV) power plant to date at 24 MW, installed 10 MW for Florida Power & Light at the Kennedy Space Center, and substantially completed our 8-MW project for Exelon in Chicago. We are also encouraged by the continued improvement in credit conditions as evidenced by the recent financing of our 19-MW project with Xcel Energy in Colorado.

"Additionally, our global UPP pipeline continues to grow as customers are choosing SunPower for our industry-leading technology, bankability, significant EPC experience, and ability to offer a competitive levelized cost of energy. With the acquisition of SunRay Renewable Energy, we will significantly increase our demand visibility by adding more than 1,200 MW of Europe, Middle East and Africa (EMEA) power plant opportunities to our pipeline with more than 80 MW planned for delivery in Italy in 2010. This acquisition of the premiere European developer and financing team complements our established European team, enabling us to offer our customers a world-class utility power plant development expertise in both the United States and Europe. Looking forward, we see demand remaining strong for 2010 across all segments. Our recent wins with Toshiba and Southern California Edison position us well for multi-year supply agreements in our UPP business on top of our continued success in R&C," Werner concluded.

On a Generally Accepted Accounting Principles (GAAP) basis for the 2009 fourth quarter, SunPower reported gross margin of 20.3%, operating income of $43.0 million and net income per diluted share of $0.09. This compares to gross margin of 21.5%, operating income of $46.2 million and net income per diluted share of $0.20 in the third quarter of 2009. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. The company's fourth-quarter GAAP results include $3.6 million, or $0.03 per diluted share, in expenses related to its recently completed accounting investigation.

On a non-GAAP basis for the fourth quarter of 2009, SunPower reported a total gross margin of 21.7%. Operating income for the quarter was $60.3 million and net income per share was $0.47. The company's fourth-quarter non-GAAP results include $3.6M million, or $0.03 per diluted share, in expenses related to the completed accounting investigation. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. In the third quarter 2009, the company reported non-GAAP gross margin of 23.1%, operating income of $63.8 million and $0.46 net income per share. For the 2009 fourth quarter, the Components segment non-GAAP gross margin was 21.5% and Systems segment gross margin was 21.9%. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release.

"We improved our working capital efficiency during the fourth quarter reducing inventories by 12%, generating positive operating cash flow and ending the year with more than $925 million in cash and investments," said Dennis Arriola, SunPower's CFO. "Despite the difficult industry conditions in the first half of 2009, we grew revenue by 6% versus 2008. With the completion of the audit committee investigation, our efforts will focus on strengthening the trust with our stakeholders, customers and employees while driving increased shareholder value.

"Looking forward, our acquisition of SunRay positions us for more predictable growth in the second half of 2010 and into 2011. By extending into the development business, we expect to expand our gross profits as we monetize these power plants. We will strategically use our balance sheet to accelerate the development of these projects. This strategy will significantly shift the timing of revenue of these projects from the first half of the year to the second half of 2010," concluded Arriola.

2010 Guidance

For fiscal year 2010, the company's non-GAAP guidance is as follows: revenue of $2.0 billion to $2.25 billion, net income per diluted share of $1.25 to $1.65, capital expenditures of $375 million to $475 million, and solar cell production of approximately 550 MW. For fiscal year 2010, the company's GAAP guidance is as follows: revenue of $2.00 billion to $2.25 billion and net income per diluted share of $0.05 to $0.35.

For the first quarter of 2010, the company's non-GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately $0.05. Guidance for the first quarter of 2010 includes the negative impact of $3.3 million or $0.03 per diluted share in SunRay acquisition costs and $5.3 million or $0.04 per diluted share in costs associated with the company's accounting investigation.

For the first quarter of 2010, the company's GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately breakeven. Guidance includes the negative impact from the company's accounting investigation and SunRay acquisition referenced above.

This press release contains both GAAP and non-GAAP financial information. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its fourth quarter 2009 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpowercorp.com/events.cfm. The capacity of power plants in this release is described in approximate MW on an alternating current (ac) basis while supply agreements are expressed in direct current (dc).

About SunPower

Founded in 1985, SunPower Corp. (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers the planet's most powerful solar technology broadly available today. Residential, business, government and utility customers rely on the company's experience and proven results to maximize return on investment. With headquarters in San Jose, Calif., SunPower has offices in North America, Europe, Australia and Asia. For more information, visit www.sunpowercorp.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. The company uses words and phrases such as "pipeline," "to be completed," "rapid," "growth," "expanding," "continues," "grow," "opportunities," "planed," "looking forward," "see," "demand," "remaining," "position," "continued," "predictable," "will," "guidance," and "expects" to identify forward-looking statements in this press release, including forward-looking statements regarding: (a) acquisition of SunRay and increase in business pipeline of 1.2 gigawatt pipeline of opportunities in Europe, Middle East and Africa, including including more than 80 MW planned for delivery in Italy in 2010; (b) 200 MW, 5-year supply agreement with Southern California Edison; (c) construction schedule for 19-MW power plant for Xcel Energy; (d) rapid growth, expanding customer base, growing global UPP pipeline, and strong demand for 2010 across all segments; (e) improving credit conditions and bankability of SunPower projects; (f) the company's ability to offer competitive levelized cost of energy; (g) possible multi-year supply agreements in the company's UPP business and continued success in R&C; (h) increasing shareholder value; (i) predictable growth and expanding gross margins when the company monetizes power plants; (j) using the company's balance sheet to accelerate project development; (k) shifting revenue from first half of 2010 to second half of 2010; (l) GAAP and non-GAAP fiscal year 2010 revenue and net income per diluted share; (m) 2010 capital expenditures and solar cell production; (n) GAAP and non-GAAP first quarter 2010 revenue and net income per diluted share; and (o) estimated SunRay acquisition costs and accounting investigation costs. Such forward-looking statements are based on information available to the company as of the date of this release and involve a number of risks and uncertainties, some beyond the company's control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties such as: (i) the company's ability to obtain and maintain an adequate supply of raw materials and components, as well as the price it pays for such items; (ii) general business and economic conditions, including seasonality of the industry; (iii) growth trends in the solar power industry; (iv) the continuation of governmental and related economic incentives promoting the use of solar power, particularly in Europe, Middle East, and Africa within the acquired pipeline; (v) the improved availability of third-party financing arrangements for the company's customers; (vi) construction difficulties or potential delays, including permitting and transmission access and upgrades; (vii) the company's ability to ramp new production lines and realize expected manufacturing efficiencies; (viii) manufacturing difficulties that could arise; (ix) the success of the company's ongoing research and development efforts to compete with other companies and competing technologies; (x) the company's ability to sell or otherwise monetize power plants; (xi) SCE's exercising early termination rights to purchase less than 200 megawatts during the term of the agreement; (xii) the satisfaction of closing conditions and the possibility that SunRay acquisition may not be completed; (xiii) potential difficulties associated with integrating the combined businesses; and (xiv) other risks described in the company's Annual Report on Form 10-K for the year ended December 28, 2008, its Quarterly Report on Form 10-Q for the quarter ended September 27, 2009, and other filings with the Securities and Exchange Commission. These forward-looking statements should not be relied upon as representing the company's views as of any subsequent date, and the company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Segment Reporting Information

For fourth quarter 2009 reporting purposes, the Systems segment generally represents products and services sold directly to the system owner. Additionally, both SunPower and third-party solar panels sold through the Systems segment channels are recorded as Systems segment revenue. The Components segment primarily represents products sold to installers and resellers.

Non-GAAP Measures

To supplement the consolidated financial results prepared under GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to the company's convertible debt offering, and its related tax effects. Management does not consider these charges in evaluating the core operational activities of SunPower. Management uses these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate SunPower's current performance. Most analysts covering SunPower use the non-GAAP measures as well. Given management's use of these non-GAAP measures, SunPower believes these measures are important to investors in understanding SunPower's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in SunPower's core business across different time periods. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data and may be different from non-GAAP measures used by other companies.

Fiscal Periods

The Company reports on a fiscal-year basis and ends its quarters on the Sunday closest to the end of the applicable calendar quarter, except in a 53-week fiscal year, in which case the additional week falls into the fourth quarter of that fiscal year. Fiscal year 2009 consists of 53 weeks while fiscal year 2008 consists of 52 weeks. The third quarter of fiscal 2009 ended on September 27, 2009 and the third quarter of fiscal 2008 ended on September 29, 2008.

SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.


                             SUNPOWER CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)

                                  (Unaudited)


                                              Jan. 3,  Dec. 28,
                                                     2010       2008
                                                     ----       ----


                                                          (As
                                                                    Restated)
    ASSETS

    Cash and cash equivalents                    $615,879   $202,331
    Restricted cash                               310,658    175,277
    Investments                                       172     40,756
    Accounts receivable, net                      248,833    194,222
    Costs and estimated earnings in excess of
     billings                                      26,062     29,750
    Inventories                                   202,301    248,255
    Prepaid expenses and other assets             196,022    170,851
    Advances to suppliers                         190,628    162,610
    Property, plant and equipment, net            682,344    622,484
    Goodwill and other intangible assets, net     223,137    236,210
                                                  -------    -------

    Total assets                               $2,696,036 $2,082,746
                                               ========== ==========





                     LIABILITIES AND STOCKHOLDERS' EQUITY


    Accounts payable                             $234,692   $259,429
    Accrued and other liabilities                 190,830    186,831
    Bank loans                                    248,953     54,598
    Convertible debt                              536,574    357,173
    Billings in excess of costs and estimated
     earnings                                      17,346     15,634
    Customer advances                              92,120    110,394
                                                   ------    -------

    Total liabilities                           1,320,515    984,059

    Stockholders' equity                        1,375,521  1,098,687
                                                ---------  ---------

    Total liabilities and stockholders' equity $2,696,036 $2,082,746
                                               ========== ==========



                                      SUNPOWER CORPORATION
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (In thousands, except per share data)

                                           (Unaudited)


                             THREE MONTHS ENDED
                             ------------------
                    Jan. 3,           Sep. 27,           Jun. 28,
                          2010              2009              2009
                          ----              ----              ----
                                         (As                (As
                                                 Restated)          Restated)
    Revenue:
    Systems           $207,630          $167,466           $110,421
    Components         340,308           297,895            188,920
                       -------           -------            -------
                       547,938           465,361            299,341

    Cost of
     revenue:
    Cost of
     systems
     revenue           165,164           142,070             96,036
    Cost of
     components
     revenue           271,797           223,461            162,627
                       -------           -------            -------
                       436,961           365,531            258,663

    Gross margin       110,977            99,830             40,678

    Operating
     expenses:
    Research and
     development         8,575             8,250              6,937
    Selling,
     general and
     administrative     59,733            45,332             42,775
                        ------            ------             ------

    Total
     operating
     expenses           68,308            53,582             49,712
                        ------            ------             ------

    Operating
     income (loss)      42,669            46,248             (9,034)

    Other income
     (expense):
    Gain on
     purchased
     options                 -                 -             21,193
    Interest and
     other income
     (expense),
     net               (11,436)           (9,269)            (5,956)
                       -------            ------             ------

    Other income
     (expense),
     net               (11,436)           (9,269)            15,237

    Income (loss)
     before income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees      31,233      36,979        6,203

    Provision for
     (benefit
     from) income
     taxes              25,485            19,962             (5,223)
                        ------            ------             ------

    Income (loss)
     before equity
     in earnings
     of
     unconsolidated
     investees       5,748      17,017       11,426

    Equity in
     earnings of
     unconsolidated
     investees,
     net of taxes    2,924       2,627        3,133
                         -----             -----              -----

    Net income
     (loss)             $8,672           $19,644            $14,559
                        ======           =======            =======

    Net income
     (loss) per
     share of
     class A and
     class B
     common stock:
    - Basic              $0.09             $0.21              $0.16
    - Diluted            $0.09             $0.20              $0.16

    Weighted-
     average
     shares:
    - Basic             94,910            94,668             90,873
    - Diluted           96,447           105,031             92,640



                        THREE MONTHS ENDED
                        ------------------
                                  Mar. 29,                    Dec. 28,
                                                 2009                2008
                                                 ----                ----
                                     (As                         (As
                                  Restated)                   Restated)
    Revenue:
    Systems                                  $103,953            $174,976
    Components                                107,690             223,109
                                              -------             -------
                                              211,643             398,085

    Cost of
     revenue:
    Cost of
     systems
     revenue                                   95,324             139,730
    Cost of
     components
     revenue                                   84,084             146,608
                                               ------             -------
                                              179,408             286,338

    Gross margin                               32,235             111,747

    Operating
     expenses:
    Research and
     development                                7,880               5,970
    Selling,
     general and
     administrative                            42,404              50,599
                                               ------              ------

    Total
     operating
     expenses                                  50,284              56,569
                                               ------              ------

    Operating
     income (loss)                            (18,049)             55,178

    Other income
     (expense):
    Gain on
     purchased
     options                                        -                   -
    Interest and
     other income
     (expense),
     net                                      (12,094)            (21,739)
                                              -------             -------

    Other income
     (expense),
     net                                      (12,094)            (21,739)

    Income (loss)
     before income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees           (30,143)       33,439

    Provision for
     (benefit
     from) income
     taxes                                    (19,196)             13,250
                                              -------              ------

    Income (loss)
     before equity
     in earnings
     of
     unconsolidated
     investees           (10,947)       20,189

    Equity in
     earnings of
     unconsolidated
     investees,
     net of taxes          1,245         8,271
                                                -----               -----

    Net income
     (loss)                                   $(9,702)            $28,460
                                              =======             =======

    Net income
     (loss) per
     share of
     class A and
     class B
     common stock:
    - Basic                                    $(0.12)              $0.34
    - Diluted                                  $(0.12)              $0.33

    Weighted-
     average
     shares:
    - Basic                                    83,749              83,244
    - Diluted                                  83,749              85,356



                             TWELVE MONTHS ENDED
                             -------------------
                          Jan. 3,            Dec. 28,
                                2010                2008
                                ----                ----
                                                (As
                                                        Restated)
    Revenue:
    Systems                 $589,470            $823,307
    Components               934,813             614,287
                             -------             -------
                           1,524,283           1,437,594

    Cost of
     revenue:
    Cost of
     systems
     revenue                 498,594             659,752
    Cost of
     components
     revenue                 741,969             428,221
                             -------             -------
                           1,240,563           1,087,973

    Gross margin             283,720             349,621

    Operating
     expenses:
    Research and
     development              31,642              21,474
    Selling,
     general and
     administrative          190,244             173,740
                             -------             -------

    Total
     operating
     expenses                221,886             195,214
                             -------             -------

    Operating
     income (loss)            61,834             154,407

    Other income
     (expense):
    Gain on
     purchased
     options                  21,193                   -
    Interest and
     other income
     (expense),
     net                     (38,755)            (38,338)
                             -------             -------

    Other income
     (expense),
     net                     (17,562)            (38,338)

    Income (loss)
     before income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees            44,272       116,069

    Provision for
     (benefit
     from) income
     taxes                    21,028              40,618
                              ------              ------

    Income (loss)
     before equity
     in earnings
     of
     unconsolidated
     investees            23,244        75,451

    Equity in
     earnings of
     unconsolidated
     investees,
     net of taxes          9,929        14,077
                               -----              ------

    Net income
     (loss)                  $33,173             $89,528
                             =======             =======

    Net income
     (loss) per
     share of
     class A and
     class B
     common stock:
    - Basic                    $0.36               $1.10
    - Diluted                  $0.36               $1.05

    Weighted-
     average
     shares:
    - Basic                   91,050              80,522
    - Diluted                 92,746              83,947


                                      SUNPOWER CORPORATION
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (In thousands)

                                          (Unaudited)


                              THREE MONTHS ENDED
                              ------------------
                      Jan. 3,           Sep. 27,         Jun. 28,
                            2010                2009             2009
                            ----                ----             ----
                                           (As              (As
                                                   Restated)        Restated)
    Cash flows
     from
     operating
     activities:
    Net income
     (loss)               $8,672             $19,644          $14,559
    Adjustments
     to
     reconcile
     net income
     (loss) to
     net cash
     provided by
     (used in)
     operating
     activities:
    Stock-based
     compensation         12,790              13,074           12,076
    Depreciation          24,282              21,414           20,569
    Amortization
     of other
     intangible
     assets                4,178               4,146            4,098
    Impairment
     of
     investments
     and long-
     lived
     assets             (554)          190           489
    Non-cash
     interest
     expense               5,744               5,250            5,915
    Amortization
     of debt
     issuance
     costs                   687                 733            1,184
    Gain on
     purchased
     options                   -                   -          (21,193)
    Equity in
     earnings of
     unconsolidated
     investees            (2,924)             (2,627)          (3,133)
    Excess tax
     benefits
     from stock-
     based award
     activity        (10,522)       (7,127)            -
    Deferred
     income
     taxes and
     other tax
     liabilities      24,583        15,025       (12,782)
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:         -             -             -
    Accounts
     receivable           (7,225)            (18,794)         (65,422)
    Costs and
     estimated
     earnings in
     excess of
     billings         47,602       (60,071)       21,257
    Inventories           25,964              21,695           92,130
    Prepaid
     expenses
     and other
     assets               (6,476)             15,465          (33,751)
    Advances to
     suppliers           (53,068)              3,435           13,746
    Accounts
     payable and
     other
     accrued
     liabilities      19,193        93,380       (79,695)
    Billings in
     excess of
     costs and
     estimated
     earnings           (130)      (33,479)       34,440
    Customer
     advances             (4,770)             (5,553)           2,094
                          ------              ------            -----
    Net cash
     provided by
     (used in)
     operating
     activities       88,026        85,800         6,581

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents      10,128      (103,247)      (33,151)
    Purchases of
     property,
     plant and
     equipment           (18,187)            (37,957)         (59,566)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                83         1,976         7,902
    Purchases of
     available-
     for-sale
     securities                -                   -                -
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities        9,604         9,867         1,501
    Cash paid
     for
     acquisitions,
     net of cash
     acquired              -             -             -
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-public
     companies          (903)       (1,500)            -
                            ----              ------              ---
    Net cash
     provided by
     (used in)
     investing
     activities          725      (130,861)      (83,314)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance of
     long-term
     debt, net
     of issuance
     costs            54,008        54,701        29,773
    Proceeds
     from
     issuance of
     convertible
     debt, net
     of issuance
     costs                 -             -       225,018
    Proceeds
     from
     offering of
     class A
     common
     stock, net
     of offering
     expenses              -          (114)      218,895
    Cash paid
     for
     repurchased
     convertible
     debt                  -        (7,687)      (67,949)
    Cash paid
     for
     purchased
     options                   -                   -          (97,336)
    Proceeds
     from
     warrant
     transactions              -                   -           71,001
    Proceeds
     from
     exercise of
     stock
     options             121           570           442
    Excess tax
     benefits
     from stock-
     based award
     activity         10,522         7,127             -
    Purchases of
     stock for
     tax
     withholding
     obligations
     on vested
     restricted
     stock              (619)         (586)         (763)
                            ----                ----             ----
    Net cash
     provided by
     financing
     activities           64,032              54,011          379,081

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents      (9,030)        6,341         5,377
                          ------               -----            -----
    Net increase
     (decrease)
     in cash and
     cash
     equivalents     143,753        15,291       307,725
    Cash and
     cash
     equivalents
     at
     beginning
     of period      $472,126       456,835       149,110
                        --------             -------
    Cash and
     cash
     equivalents
     at end of
     period         $615,879      $472,126      $456,835
                        ========            ========         ========

    Non-cash
     transactions:
    Additions to
     property,
     plant and
     equipment
     included in
     accounts
     payable and
     other
     accrued
     liabilities      $7,320    $          -    $          -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the cost
     of
     qualified
     assets              508           873         1,510
    Issuance of
     common
     stock for
     purchase
     acquisition           -             -         1,471
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                  -             -             -
    Change in
     goodwill
     relating to
     adjustments
     to acquired
     net assets            -             -             -



                        THREE MONTHS ENDED
                        ------------------
                                  Mar. 29,                    Dec. 28,
                                                 2009                 2008
                                                 ----                 ----
                                     (As                         (As
                                  Restated)                   Restated)
    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                                   $(9,702)             $28,460
    Adjustments
     to
     reconcile
     net income
     (loss) to
     net cash
     provided by
     (used in)
     operating
     activities:
    Stock-based
     compensation                               9,054               18,194
    Depreciation                               18,365               18,376
    Amortization
     of other
     intangible
     assets                                     4,052                4,210
    Impairment
     of
     investments
     and long-
     lived
     assets                1,318          4,475
    Non-cash
     interest
     expense                                    5,021                4,192
    Amortization
     of debt
     issuance
     costs                                        537                  537
    Gain on
     purchased
     options                                        -                    -
    Equity in
     earnings of
     unconsolidated
     investees                                 (1,245)              (8,271)
    Excess tax
     benefits
     from stock-
     based award
     activity                  -        (12,089)
    Deferred
     income
     taxes and
     other tax
     liabilities         (17,003)        (8,467)
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable                                40,931               (2,251)
    Costs and
     estimated
     earnings in
     excess of
     billings             (3,178)        30,869
    Inventories                               (86,049)             (60,282)
    Prepaid
     expenses
     and other
     assets                                    11,671              (32,157)
    Advances to
     suppliers                                  7,993              (17,805)
    Accounts
     payable and
     other
     accrued
     liabilities         (24,798)        73,440
    Billings in
     excess of
     costs and
     estimated
     earnings                 88          5,501
    Customer
     advances                                 (10,180)              (5,759)
                                              -------               ------
    Net cash
     provided by
     (used in)
     operating
     activities          (53,125)        41,173

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents          (9,185)       (65,237)
    Purchases of
     property,
     plant and
     equipment                                (52,101)            (115,163)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                     -              -
    Purchases of
     available-
     for-sale
     securities                                     -                    -
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities           18,177         21,885
    Cash paid
     for
     acquisitions,
     net of cash
     acquired                  -             (0)
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-public
     companies                 -              -
                                                  ---                  ---
    Net cash
     provided by
     (used in)
     investing
     activities          (43,109)      (158,515)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance of
     long-term
     debt, net
     of issuance
     costs                51,232         54,598
    Proceeds
     from
     issuance of
     convertible
     debt, net
     of issuance
     costs                     -              -
    Proceeds
     from
     offering of
     class A
     common
     stock, net
     of offering
     expenses                  -              -
    Cash paid
     for
     repurchased
     convertible
     debt                      -         (1,187)
    Cash paid
     for
     purchased
     options                                        -                    -
    Proceeds
     from
     warrant
     transactions                                   -                    -
    Proceeds
     from
     exercise of
     stock
     options                 396          1,342
    Excess tax
     benefits
     from stock-
     based award
     activity                  -         12,089
    Purchases of
     stock for
     tax
     withholding
     obligations
     on vested
     restricted
     stock                (2,359)          (829)
                                               ------                 ----
    Net cash
     provided by
     financing
     activities                                49,269               66,013

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents          (6,256)        (2,955)
                                               ------               ------
    Net increase
     (decrease)
     in cash and
     cash
     equivalents         (53,221)       (54,285)
    Cash and
     cash
     equivalents
     at
     beginning
     of period           202,331        256,616
                                                                   -------
    Cash and
     cash
     equivalents
     at end of
     period             $149,110       $202,331
                                             ========             ========

    Non-cash
     transactions:
    Additions to
     property,
     plant and
     equipment
     included in
     accounts
     payable and
     other
     accrued
     liabilities         $18,780    $           -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the cost
     of
     qualified
     assets                2,073          2,563
    Issuance of
     common
     stock for
     purchase
     acquisition               -              -
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                      -             40
    Change in
     goodwill
     relating to
     adjustments
     to acquired
     net assets                -            945



                              TWELVE MONTHS ENDED
                              -------------------
                           Jan. 3,            Dec. 28,
                                 2010                 2008
                                 ----                 ----
                                                 (As
                                                          Restated)
    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                   $33,173              $89,528
    Adjustments
     to
     reconcile
     net income
     (loss) to
     net cash
     provided by
     (used in)
     operating
     activities:
    Stock-based
     compensation              46,994               70,220
    Depreciation               84,630               54,473
    Amortization
     of other
     intangible
     assets                    16,474               16,762
    Impairment
     of
     investments
     and long-
     lived
     assets                 1,443          7,611
    Non-cash
     interest
     expense                   21,930               16,909
    Amortization
     of debt
     issuance
     costs                      3,141                2,148
    Gain on
     purchased
     options                  (21,193)                   -
    Equity in
     earnings of
     unconsolidated
     investees                 (9,929)             (14,077)
    Excess tax
     benefits
     from stock-
     based award
     activity             (17,649)       (40,696)
    Deferred
     income
     taxes and
     other tax
     liabilities            9,823         17,363
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable               (50,510)             (57,575)
    Costs and
     estimated
     earnings in
     excess of
     billings               5,610          9,256
    Inventories                53,740              (95,712)
    Prepaid
     expenses
     and other
     assets                   (13,091)             (59,284)
    Advances to
     suppliers                (27,894)               1,297
    Accounts
     payable and
     other
     accrued
     liabilities            4,538        150,078
    Billings in
     excess of
     costs and
     estimated
     earnings                 919        (53,595)
    Customer
     advances                 (18,409)              40,125
                              -------               ------
    Net cash
     provided by
     (used in)
     operating
     activities           123,740        154,831

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents         (135,455)      (107,390)
    Purchases of
     property,
     plant and
     equipment               (167,811)            (265,905)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                  9,961              -
    Purchases of
     available-
     for-sale
     securities                     -              (65,748)
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities            39,149        155,833
    Cash paid
     for
     acquisitions,
     net of cash
     acquired                   -        (18,311)
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-public
     companies             (2,403)       (24,625)
                               ------              -------
    Net cash
     provided by
     (used in)
     investing
     activities          (256,559)      (326,146)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance of
     long-term
     debt, net
     of issuance
     costs                193,256         54,598
    Proceeds
     from
     issuance of
     convertible
     debt, net
     of issuance
     costs                225,018              -
    Proceeds
     from
     offering of
     class A
     common
     stock, net
     of offering
     expenses             218,781              -
    Cash paid
     for
     repurchased
     convertible
     debt                 (75,636)        (1,187)
    Cash paid
     for
     purchased
     options                  (97,336)                   -
    Proceeds
     from
     warrant
     transactions              71,001                    -
    Proceeds
     from
     exercise of
     stock
     options                1,529          5,128
    Excess tax
     benefits
     from stock-
     based award
     activity              17,649         40,696
    Purchases of
     stock for
     tax
     withholding
     obligations
     on vested
     restricted
     stock                 (4,327)        (6,682)
                               ------               ------
    Net cash
     provided by
     financing
     activities               549,935               92,553

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents           (3,568)        (4,121)
                               ------               ------
    Net increase
     (decrease)
     in cash and
     cash
     equivalents          413,548        (82,883)
    Cash and
     cash
     equivalents
     at
     beginning
     of period            202,331        285,214
                              -------
    Cash and
     cash
     equivalents
     at end of
     period              $615,879       $202,331
                             ========             ========

    Non-cash
     transactions:
    Additions to
     property,
     plant and
     equipment
     included in
     accounts
     payable and
     other
     accrued
     liabilities      $           -        $21,722
    Non-cash
     interest
     expense
     capitalized
     and added
     to the cost
     of
     qualified
     assets                 4,964          8,930
    Issuance of
     common
     stock for
     purchase
     acquisition            1,471          3,054
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                       -             40
    Change in
     goodwill
     relating to
     adjustments
     to acquired
     net assets                 -          1,176



    (In
     thousands,
     except per
     share data)
                            THREE MONTHS ENDED
                            ------------------
                 Jan. 3,           Sep. 27,            Jun. 28,
                      2010              2009               2009
                      ----              ----               ----
                                      (As                 (As
                                             Restated)           Restated)
                      (Presented on a GAAP Basis)
    Gross margin  $110,977           $99,830            $40,678
    Operating
     income
     (loss)        $42,669           $46,248            $(9,034)
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic           $0.09             $0.21              $0.16
    -Diluted         $0.09             $0.20              $0.16



    (In
     thousands,
     except per
     share data)
                     THREE MONTHS ENDED
                     ------------------
                               Mar. 29,                    Dec. 28,
                                              2009               2008
                                              ----               ----
                                  (As                         (As
                               Restated)                   Restated)
                              (Presented on a GAAP Basis)
    Gross margin                           $32,235           $111,747
    Operating
     income
     (loss)                               $(18,049)           $55,178
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                                  $(0.12)             $0.34
    -Diluted                                $(0.12)             $0.33



    (In
     thousands,
     except per
     share data)
                           TWELVE MONTHS ENDED
                           -------------------
                        Jan. 3,            Dec. 28,
                            2010               2008
                            ----               ----
                                              (As
                                                     Restated)
                     (Presented on a GAAP Basis)
    Gross margin        $283,720           $349,621
    Operating
     income
     (loss)              $61,834           $154,407
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                 $0.36              $1.10
    -Diluted               $0.36              $1.05



    (In
     thousands,
     except per
     share data)
                            THREE MONTHS ENDED
                            ------------------
                 Jan. 3,           Sep. 27,            Jun. 28,
                      2010               2009              2009
                      ----               ----              ----
                                      (As                 (As
                                             Restated)          Restated)
                    (Presented on a non-GAAP Basis)
    Gross margin  $118,661           $107,299           $49,270
    Operating
     income
     (loss)        $60,271            $63,833            $8,380
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic           $0.48              $0.50             $0.09
    -Diluted         $0.47              $0.46             $0.09



    (In
     thousands,
     except per
     share data)
                     THREE MONTHS ENDED
                     ------------------
                               Mar. 29,                   Dec. 28,
                                             2009               2008
                                             ----               ----
                                  (As                        (As
                               Restated)                  Restated)
                            (Presented on a non-GAAP Basis)
    Gross margin                          $36,424           $120,165
    Operating
     income
     (loss)                               $(4,443)           $77,899
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                                 $(0.09)             $0.68
    -Diluted                               $(0.09)             $0.66



    (In
     thousands,
     except per
     share data)
                           TWELVE MONTHS ENDED
                           -------------------
                        Jan. 3,            Dec. 28,
                            2010               2008
                            ----               ----
                                              (As
                                                     Restated)
                     (Presented on a non-GAAP Basis)
    Gross margin        $311,654           $383,503
    Operating
     income
     (loss)             $128,041           $244,386
    Net income
     (loss) per
     share of
     class A and
     class B
     common
     stock:
    -Basic                 $1.03              $2.22
    -Diluted               $1.01              $2.13


About SunPower's Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to its convertible debt offering, and the related tax effects of these non-GAAP adjustments. The specific non-GAAP measures listed below are gross margin, operating income and net income per share. Management believes that each of these non-GAAP measures (gross margin, operating income and net income per share) are useful to investors by enabling them to better assess changes in each of these key elements of SunPower's results of operations across different reporting periods on a consistent basis, independent of these non-cash items. Thus, each of these non-GAAP financial measures provides investors with another method for assessing SunPower's operating results in a manner that is focused on its ongoing core operating performance, absent the effects of amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense and a gain on purchased options related to its convertible debt offering. Management also uses these non-GAAP measures internally to assess the business and financial performance of current and historical results, for strategic decision making, forecasting future results and evaluating the company's current performance. Many of the analysts covering SunPower also use these non-GAAP measures in their analyses. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data, the non-GAAP results should be reviewed together with the GAAP results and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.

o Non-GAAP gross margin. The use of this non-GAAP financial measure allows management to evaluate the gross margin of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

o Non-GAAP operating income. The use of this non-GAAP financial measure allows management to evaluate the operating results of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to understand the results of operations of the company's core businesses and to compare results of operations on a more consistent basis against that of other companies in the industry.

o Non-GAAP net income per share. Management presents this non-GAAP financial measure to enable investors and analysts to assess the company's operating results and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense, a gain on purchased options related to its convertible debt offering and the tax effects of these non-GAAP adjustments. In addition, investors and analysts can compare SunPower's operating results on a more consistent basis against that of other companies in the industry. It should be noted that diluted weighted-average shares are determined on a GAAP basis and the resulting share count is used for computing both GAAP and Non-GAAP diluted net income per share.

Non-Cash Items

o Amortization of intangible assets. SunPower incurs amortization of intangible assets as a result of acquisitions, which includes in-process research and development, purchased technology, patents and trade names. SunPower excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and have no direct correlation to the operation of SunPower's core businesses.

o Stock-based compensation. Stock-based compensation relates primarily to SunPower stock awards such as stock options and restricted stock. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the company's core performance against the performance of other companies without the variability created by stock-based compensation.

o Impairment of long-lived assets. SunPower incurred an impairment of long-lived assets in the first quarter of fiscal 2008, which relates to the discontinuation of its imaging detector product line. SunPower excluded this item because the expense is not reflective of its ongoing operating results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash expenses such as impairment of long-lived assets.

o Non-cash interest expense. Under new accounting guidance, SunPower separately accounts for the liability and equity components of its convertible debt in a manner that reflects interest expense equal to its non-convertible debt borrowing rate. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 1.25% senior convertible debentures and 0.75% senior convertible debentures. SunPower excludes non-cash interest expense because the expense is not reflective of its ongoing financial results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash interest expense.

o Gain on purchased options related to SunPower's convertible debt offering. In connection with the issuance of its 4.75% senior convertible debentures in May 2009, SunPower entered into certain convertible debenture hedge transactions with respect to its class A common stock intended to reduce the potential dilution that would occur upon conversion of the debentures. The convertible debenture hedge transactions consisting of call option instruments are deemed to be a mark-to-market derivative during the period in which the over-allotment option in favor of the debenture underwriters is unexercised. SunPower entered into the underwriting agreement on April 28, 2009 and the debenture underwriters exercised the over-allotment option on April 29, 2009. During the one-day period that the underwriters' over-allotment option was outstanding, SunPower's class A common stock price increased substantially. SunPower excluded the $21.2 million gain relating to the purchased options from its non-GAAP results because it was not realized in cash and it is not reflective of the company's ongoing financial results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash income from a gain on purchased options.

o Tax effect. This amount is used to present each of the amounts described above on an after-tax basis with the presentation of non-GAAP net income per share.

For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP results of operations measures to non-GAAP measures" set forth at the end of this release and which should be read together with the preceding financial statements prepared in accordance with GAAP.


                                      SUNPOWER CORPORATION
                     RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
                                          (Unaudited)
                             (In thousands, except per share data)


    STATEMENT OF OPERATIONS DATA:


                             THREE MONTHS ENDED
                             ------------------
                  Jan. 3,            Sep. 27,            Jun. 28,
                        2010                2009               2009
                        ----                ----               ----
                                        (As                 (As
                                                Restated)           Restated)
    GAAP gross
     margin         $110,977             $99,830            $40,678
    Amortization
     of
     intangible
     assets            2,807               2,802              2,795
    Stock-based
     compensation
     expense           4,243               4,302              4,557
    Impairment
     of long-
     lived
     assets                -                   -                  -
    Non-cash
     interest
     expense             634                 365              1,240
                         ---                 ---              -----
    Non-GAAP
     gross
     margin         $118,661            $107,299            $49,270
                    ========            ========            =======

    GAAP
     operating
     income
     (loss)          $42,669             $46,248            $(9,034)
    Amortization
     of
     intangible
     assets            4,178               4,146              4,098
    Stock-based
     compensation
     expense          12,790              13,074             12,076
    Impairment
     of long-
     lived
     assets                -                   -                  -
    Non-cash
     interest
     expense             634                 365              1,240
                         ---                 ---              -----
    Non-GAAP
     operating
     income
     (loss)          $60,271             $63,833             $8,380
                     =======             =======             ======



                      THREE MONTHS ENDED
                      ------------------
                                Mar. 29,                    Dec. 28,
                                               2009                2008
                                               ----                ----
                                   (As                         (As
                                Restated)                   Restated)
    GAAP gross
     margin                                 $32,235            $111,747
    Amortization
     of
     intangible
     assets                                   2,793               2,930
    Stock-based
     compensation
     expense                                    896               5,171
    Impairment
     of long-
     lived
     assets                                       -                   -
    Non-cash
     interest
     expense                                    500                 317
                                                ---                 ---
    Non-GAAP
     gross
     margin                                 $36,424            $120,165
                                            =======            ========

    GAAP
     operating
     income
     (loss)                                $(18,049)            $55,178
    Amortization
     of
     intangible
     assets                                   4,052               4,210
    Stock-based
     compensation
     expense                                  9,054              18,194
    Impairment
     of long-
     lived
     assets                                       -                   -
    Non-cash
     interest
     expense                                    500                 317
                                                ---                 ---
    Non-GAAP
     operating
     income
     (loss)                                 $(4,443)            $77,899
                                            =======             =======



                            TWELVE MONTHS ENDED
                            -------------------
                         Jan. 3,            Dec. 28,
                              2010                2008
                              ----                ----
                                               (As
                                                       Restated)
    GAAP gross
     margin               $283,720            $349,621
    Amortization
     of
     intangible
     assets                 11,197              11,996
    Stock-based
     compensation
     expense                13,998              18,889
    Impairment
     of long-
     lived
     assets                      -               2,203
    Non-cash
     interest
     expense                 2,739                 794
                             -----                 ---
    Non-GAAP
     gross
     margin               $311,654            $383,503
                          ========            ========

    GAAP
     operating
     income
     (loss)                $61,834            $154,407
    Amortization
     of
     intangible
     assets                 16,474              16,762
    Stock-based
     compensation
     expense                46,994              70,220
    Impairment
     of long-
     lived
     assets                      -               2,203
    Non-cash
     interest
     expense                 2,739                 794
                             -----                 ---
    Non-GAAP
     operating
     income
     (loss)               $128,041            $244,386
                          ========            ========


    NET INCOME PER SHARE:


                          THREE MONTHS ENDED
                          ------------------
                  Jan. 3,        Sep. 27,           Jun. 28,
                     2010           2009             2009
                     ----           ----             ----
                                    (As                (As
                                         Restated)          Restated)
    Basic:
    ------
    GAAP net
     income
     (loss) per
     share          $0.09          $0.21            $0.16
    Reconciling
     items:
    Amortization
     of
     intangible
     assets          0.04           0.04             0.04
    Stock-based
     compensation
     expense         0.13           0.14             0.13
    Impairment
     of long-
     lived
     assets             -              -                -
    Non-cash
     interest
     expense         0.06           0.06             0.06
    Gain on
     purchased
     options            -              -            (0.23)
    Tax effect       0.16           0.05            (0.07)
                     ----           ----            -----
    Non-GAAP
     net income
     (loss) per
     share          $0.48          $0.50            $0.09
                    =====          =====            =====

    Diluted:
    GAAP net
     income
     (loss) per
     share          $0.09          $0.20            $0.16
    Reconciling
     items:
    Amortization
     of
     intangible
     assets          0.04           0.04             0.04
    Stock-based
     compensation
     expense         0.13           0.12             0.13
    Impairment
     of long-
     lived
     assets             -              -                -
    Non-cash
     interest
     expense         0.06           0.05             0.06
    Gain on
     purchased
     options            -              -            (0.23)
    Tax effect       0.15           0.05            (0.07)
                     ----           ----            -----
    Non-GAAP
     net income
     (loss) per
     share          $0.47          $0.46            $0.09
                    =====          =====            =====

    Weighted-
     average
     shares:

    GAAP net
     income
     (loss) per
     share:
    - Basic        94,910         94,668           90,873
    - Diluted      96,447        105,031           92,640

    Non-GAAP
     net income
     (loss) per
     share:
    - Basic        94,910         94,668           90,873
    - Diluted      96,447        105,031           92,640



                      THREE MONTHS ENDED
                      ------------------
                               Mar. 29,                   Dec. 28,
                                             2009              2008
                                             ----              ----
                                  (As                        (As
                               Restated)                  Restated)
    Basic:
    ------
    GAAP net
     income
     (loss) per
     share                                 $(0.12)            $0.34
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                                  0.05              0.05
    Stock-based
     compensation
     expense                                 0.11              0.22
    Impairment
     of long-
     lived
     assets                                     -                 -
    Non-cash
     interest
     expense                                 0.06              0.05
    Gain on
     purchased
     options                                    -                 -
    Tax effect                              (0.19)             0.02
                                            -----              ----
    Non-GAAP
     net income
     (loss) per
     share                                 $(0.09)            $0.68
                                           ======             =====

    Diluted:
    GAAP net
     income
     (loss) per
     share                                 $(0.12)            $0.33
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                                  0.05              0.05
    Stock-based
     compensation
     expense                                 0.11              0.21
    Impairment
     of long-
     lived
     assets                                     -                 -
    Non-cash
     interest
     expense                                 0.06              0.05
    Gain on
     purchased
     options                                    -                 -
    Tax effect                              (0.19)             0.02
                                            -----              ----
    Non-GAAP
     net income
     (loss) per
     share                                 $(0.09)            $0.66
                                           ======             =====

    Weighted-
     average
     shares:

    GAAP net
     income
     (loss) per
     share:
    - Basic                                83,749            83,244
    - Diluted                              83,749            85,356

    Non-GAAP
     net income
     (loss) per
     share:
    - Basic                                83,749            83,244
    - Diluted                              83,749            85,356



                            TWELVE MONTHS ENDED
                            -------------------
                         Jan. 3,            Dec. 28,
                            2010              2008
                            ----              ----
                                               (As
                                                     Restated)
    Basic:
    ------
    GAAP net
     income
     (loss) per
     share                 $0.36             $1.10
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                 0.18              0.21
    Stock-based
     compensation
     expense                0.51              0.86
    Impairment
     of long-
     lived
     assets                    -              0.03
    Non-cash
     interest
     expense                0.24              0.21
    Gain on
     purchased
     options               (0.23)                -
    Tax effect             (0.03)            (0.19)
                           -----             -----
    Non-GAAP
     net income
     (loss) per
     share                 $1.03             $2.22
                           =====             =====

    Diluted:
    GAAP net
     income
     (loss) per
     share                 $0.36             $1.05
    Reconciling
     items:
    Amortization
     of
     intangible
     assets                 0.18              0.20
    Stock-based
     compensation
     expense                0.50              0.83
    Impairment
     of long-
     lived
     assets                    -              0.03
    Non-cash
     interest
     expense                0.24              0.20
    Gain on
     purchased
     options               (0.23)                -
    Tax effect             (0.04)            (0.18)
                           -----             -----
    Non-GAAP
     net income
     (loss) per
     share                 $1.01             $2.13
                           =====             =====

    Weighted-
     average
     shares:

    GAAP net
     income
     (loss) per
     share:
    - Basic               91,050            80,522
    - Diluted             92,746            83,947

    Non-GAAP
     net income
     (loss) per
     share:
    - Basic               91,050            80,522
    - Diluted             92,746            83,947


The following supplemental data represents the individual charges and credits that are excluded from SunPower's non-GAAP financial measures for each period presented in the Condensed Consolidated Statements of Operations contained herein.


                                       SUPPLEMENTAL DATA
                                         (In thousands)


                                       THREE MONTHS ENDED
                                       ------------------
                          January 3, 2010
                          ---------------
                                                            Research
                          Gross Margin                                    and
                          Systems            Components       development
    Amortization of
     intangible assets       $1,841              $966     $        -
    Stock-based
     compensation expense     1,004             3,239          1,647
    Non-cash interest
     expense                    186               448              -
    Tax effect                    -                 -              -
                                ---               ---            ---
                             $3,031            $4,653         $1,647
                             ======            ======         ======



                               THREE MONTHS ENDED
                               ------------------
                  January 3, 2010
                  ---------------
                                         Interest
                     Selling,              and            Income
                     general                      other          tax
                                          income
                       and             (expense),
                   administrative                     net          provision
     Amortization
     of
     intangible
     assets           $1,371        $        -       $        -
    Stock-
     based
     compensation
     expense           6,900                 -                -
    Non-cash
     interest
     expense               -             5,110                -
    Tax effect             -                 -           14,540
                         ---               ---           ------
                      $8,271            $5,110          $14,540
                      ======            ======          =======






                          September 27, 2009
                          ------------------
                                                          Research
                          Gross Margin                                  and
                          Systems            Components     development
    Amortization of
     intangible assets       $1,841              $961   $        -
    Stock-based
     compensation expense     1,494             2,808        1,736
    Non-cash interest
     expense                     87               278            -
    Tax effect                    -                 -            -
                                ---               ---          ---
                             $3,422            $4,047       $1,736
                             ======            ======       ======






                  September 27, 2009
                  ------------------
                                        Interest
                     Selling,             and            Income
                     general                     other          tax
                                         income
                       and            (expense),
                   administrative                    net          provision
     Amortization
     of
     intangible
     assets           $1,344        $       -       $        -
    Stock-
     based
     compensation
     expense           7,036                -                -
    Non-cash
     interest
     expense               -            4,885                -
    Tax effect             -                -            4,928
                         ---              ---            -----
                      $8,380           $4,885           $4,928
                      ======           ======           ======




                          June 28, 2009
                                                     Research
                          Gross Margin                             and
                          Systems       Components     development
    Amortization of
     intangible assets       $1,841         $954   $        -
    Stock-based
     compensation expense     1,474        3,083        1,566
    Non-cash interest
     expense                    347          893            -
    Gain on purchased
     options                      -            -            -
    Tax effect                    -            -            -
                                ---          ---          ---
                             $3,662       $4,930       $1,566
                             ======       ======       ======




                  June 28, 2009
                                      Interest
                     Selling,           and            Income
                     general                   other            tax
                                       income
                       and          (expense),
                   administrative                  net            provision
     Amortization
     of
     intangible
     assets           $1,303      $         -       $         -
    Stock-
     based
     compensation
     expense           5,953                -                 -
    Non-cash
     interest
     expense               -            4,675                 -
    Gain on
     purchased
     options               -          (21,193)                -
    Tax effect             -                -            (7,009)
                         ---              ---            ------
                      $7,256         $(16,518)          $(7,009)
                      ======         ========           =======




                          March 29, 2009
                                                      Research
                          Gross Margin                              and
                          Systems        Components     development
    Amortization of
     intangible assets       $1,841          $952   $        -
    Stock-based
     compensation expense       298           598        1,347
    Non-cash interest
     expense                    230           270            -
    Tax effect                    -             -            -
                                ---           ---          ---
                             $2,369        $1,820       $1,347
                             ======        ======       ======




                  March 29, 2009
                                      Interest
                     Selling,           and            Income
                     general                   other            tax
                                       income
                       and          (expense),         provision
                   administrative                  net             (benefit)
     Amortization
     of
     intangible
     assets           $1,259      $       -       $          -
    Stock-
     based
     compensation
     expense           6,811              -                  -
    Non-cash
     interest
     expense               -          4,521                  -
    Tax effect             -              -            (16,161)
                         ---            ---            -------
                      $8,070         $4,521           $(16,161)
                      ======         ======           ========




                          December 28, 2008
                                                         Research
                          Gross Margin                                 and
                          Systems           Components     development
    Amortization of
     intangible assets       $1,841           $1,089   $        -
    Stock-based
     compensation expense     3,084            2,087        1,218
    Non-cash interest
     expense                     86              231            -
    Tax effect                    -                -            -
                                ---              ---          ---
                             $5,011           $3,407       $1,218
                             ======           ======       ======




                  December 28, 2008
                                        Interest
                     Selling,             and            Income
                     general                     other          tax
                                         income
                       and            (expense),
                   administrative                    net          provision
     Amortization
     of
     intangible
     assets           $1,280        $       -       $        -
    Stock-
     based
     compensation
     expense          11,805                -                -
    Non-cash
     interest
     expense               -            3,875                -
    Tax effect             -                -            1,949
                         ---              ---            -----
                     $13,085           $3,875           $1,949
                     =======           ======           ======





                                       TWELVE MONTHS ENDED
                          January 3, 2010
                                                           Research
                          Gross Margin                                   and
                          Systems            Components      development
    Amortization of
     intangible assets         $7,364            $3,833    $        -
    Stock-based
     compensation expense       4,270             9,728         6,296
    Non-cash interest
     expense                      850             1,889             -
    Gain on purchased
     options                        -                 -             -
    Tax effect                      -                 -             -
                                  ---               ---           ---
                              $12,484           $15,450        $6,296
                              =======           =======        ======





                                TWELVE MONTHS ENDED
                  January 3, 2010
                      Selling,              Interest       Income
                      general              and other       tax
                                             income
                        and                (expense),
                   administrative                     net          provision
     Amortization
     of
     intangible
     assets             $5,277         $         -     $        -
    Stock-
     based
     compensation
     expense            26,700                   -              -
    Non-cash
     interest
     expense                 -              19,191              -
    Gain on
     purchased
     options                 -            (21,193)              -
    Tax effect               -                   -         (3,702)
                           ---                 ---         ------
                       $31,977             $(2,002)       $(3,702)
                       =======             =======        =======




                          December 28, 2008
                                                       Research
                          Gross Margin                               and
                          Systems           Components   development
    Amortization of
     intangible assets         $7,691           $4,305 $        -
    Stock-based
     compensation expense      10,745            8,144      3,988
    Impairment of long-
     lived assets                   -            2,203          -
    Non-cash interest
     expense                      287              507          -
    Tax effect                      -                -          -
                                  ---              ---        ---
                              $18,723          $15,159     $3,988
                              =======          =======     ======




                    December 28, 2008
                        Selling,         Interest       Income
                        general         and other       tax
                                          income
                          and           (expense),
                     administrative                net           provision
    Amortization of
     intangible
     assets               $4,766      $       -     $         -
    Stock-based
     compensation
     expense              47,343              -               -
    Impairment of
     long-lived
     assets                    -              -               -
    Non-cash
     interest
     expense                   -         16,115               -
    Tax effect                 -              -         (14,896)
                             ---            ---         -------
                         $52,109        $16,115        $(14,896)
                         =======        =======        ========


                                      SUNPOWER CORPORATION
                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (In thousands, except per share data)

                                          (Unaudited)


                                    Three Months Ended December
                                              28, 2008
                                       ---------------------------
                               As
                          Previously                                  As
                            Reported          Restatement           Restated
                          -----------         -----------          ---------
                                              Adjustments
                                              -----------

    Revenue:
    Systems                  $177,858            $(2,882)           $174,976
    Components                223,109                  -             223,109
                              -------                ---             -------
                              400,967             (2,882)            398,085
                              -------             ------             -------
    Cost of revenue:
    Cost of systems
     revenue                  142,591             (2,861)            139,730
    Cost of components
     revenue                  147,045               (437)            146,608
                              -------               ----             -------
                              289,636             (3,298)            286,338

    Gross margin              111,331                416             111,747

    Operating expenses:
    Research and
     development                5,970                  -               5,970
    Selling, general and
     administrative            50,599                  -              50,599
                               ------                ---              ------
    Total operating
     expenses                  56,569                  -              56,569
                               ------                ---              ------
    Operating income           54,762                416              55,178
    Other income
     (expense), net           (20,741)              (998)            (21,739)
                              -------               ----             -------
    Income before income
     taxes and equity in
     earnings of
     unconsolidated
     investees             34,021         (582)       33,439
    Provision for income
     taxes                     12,742                508              13,250
                               ------                ---              ------
    Income before equity
     in earnings of
     unconsolidated
     investees                 21,279             (1,090)             20,189
    Equity in earnings of
     unconsolidated
     investees                 10,071             (1,800)              8,271
                               ------             ------               -----
    Net income                $31,350            $(2,890)            $28,460
                              =======            =======             =======

    Net income per share
     of class A and class
     B common stock:
    Basic                       $0.37             $(0.03)              $0.34
    Diluted                     $0.36             $(0.03)              $0.33

    Weighted-average
     shares:
    Basic                      83,244                                 83,244
    Diluted                    85,356                                 85,356



                                Twelve Months Ended December
                                          28, 2008
                                    ----------------------------
                         As
                    Previously
                     Reported,
                         As
                      Adjusted                           As
                          (1)        Restatement       Restated
                       -----------         -----------          ---------
                                          Adjustments
                                          -----------

    Revenue:
    Systems               $820,632              $2,675             $823,307
    Components             614,287                   -              614,287
                           -------                 ---              -------
                         1,434,919               2,675            1,437,594
                         ---------               -----            ---------
    Cost of
     revenue:
    Cost of
     systems
     revenue               653,907               5,845              659,752
    Cost of
     components
     revenue               418,333               9,888              428,221
                           -------               -----              -------
                         1,072,240              15,733            1,087,973

    Gross margin           362,679             (13,058)             349,621

    Operating
     expenses:
    Research and
     development            21,474                   -               21,474
    Selling,
     general and
     administrative        173,740                   -              173,740
                           -------                 ---              -------
    Total
     operating
     expenses              195,214                   -              195,214
                           -------                 ---              -------
    Operating
     income                167,465             (13,058)             154,407
    Other income
     (expense),
     net                   (38,338)                  -              (38,338)
                           -------                 ---              -------
    Income
     before
     income
     taxes and
     equity in
     earnings of
     unconsolidated
     investees         129,127       (13,058)       116,069
    Provision
     for income
     taxes                  44,017              (3,399)              40,618
                            ------              ------               ------
    Income
     before
     equity in
     earnings of
     unconsolidated
     investees          85,110        (9,659)        75,451
    Equity in
     earnings of
     unconsolidated
     investees              14,077                   -               14,077
                            ------                 ---               ------
    Net income             $99,187             $(9,659)             $89,528
                           =======             =======              =======

    Net income
     per share
     of class A
     and class B
     common
     stock:
    Basic                    $1.22              $(0.12)               $1.10
    Diluted                  $1.17              $(0.12)               $1.05

    Weighted-
     average
     shares:
    Basic                   80,522                                   80,522
    Diluted                 83,947                                   83,947


                                          SUNPOWER CORPORATION
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (In thousands, except per share data)

                                               (Unaudited)


                                    Three Months Ended March
                                            29, 2009
                                        ------------------------
                             As
                         Previously                                 As
                          Reported          Restatement          Restated
                         -----------         -----------         ---------
                                            Adjustments
                                            -----------

    Revenue:
    Systems                 $106,097             $(2,144)           $103,953
    Components               107,690                   -             107,690
                             -------                 ---             -------
                             213,787              (2,144)            211,643
                             -------              ------             -------
    Cost of
     revenue:
    Cost of
     systems
     revenue                  88,351               6,973              95,324
    Cost of
     components
     revenue                  77,688               6,396              84,084
                              ------               -----              ------
                             166,039              13,369             179,408

    Gross
     margin                   47,748             (15,513)             32,235

    Operating
     expenses:
    Research
     and
     development               7,964                 (84)              7,880
    Selling,
     general
     and
     administrative           42,283                 121              42,404
                              ------                 ---              ------
    Total
     operating
     expenses                 50,247                  37              50,284
                              ------                 ---              ------
    Operating
     income
     (loss)                   (2,499)            (15,550)            (18,049)
    Other
     income
     (expense)
    Gain on
     purchased
     options                       -                   -                   -
    Interest
     and
     other
     income
     (expense),
     net                 (12,094)            -       (12,094)
                             -------                 ---             -------
    Other
     income
     (expense),
     net                     (12,094)                  -             (12,094)
                             -------                 ---             -------
    Income
     (loss)
     before
     income
     taxes
     and
     equity
     in
     earnings
     of
     unconsolidated
     investees           (14,593)      (15,550)      (30,143)
    Provision
     for
     (benefit
     from)
     income
     taxes                (8,562)      (10,634)      (19,196)
                              ------             -------             -------
    Income
     (loss)
     before
     equity
     in
     earnings
     of
     unconsolidated
     investees            (6,031)       (4,916)      (10,947)
    Equity in
     earnings
     of
     unconsolidated
     investees             1,245             -         1,245
                               -----                 ---               -----
    Net
     income
     (loss)                  $(4,786)            $(4,916)            $(9,702)
                             =======             =======             =======

    Net
     income
     (loss)
     per
     share of
     class A
     and
     class B
     common
     stock:
    Basic                     $(0.06)             $(0.06)             $(0.12)
    Diluted                   $(0.06)             $(0.06)             $(0.12)

    Weighted-
     average
     shares:
    Basic                     83,749                                  83,749
    Diluted                   83,749                                  83,749



                                  Three Months Ended June 28,
                                                    2009
                                        ----------------------------
                             As
                         Previously                                 As
                          Reported          Restatement         Restated
                         -----------         -----------         ---------
                                            Adjustments
                                            -----------

    Revenue:
    Systems                $108,724              $1,697           $110,421
    Components              188,920                   -            188,920
                            -------                 ---            -------
                            297,644               1,697            299,341
                            -------               -----            -------
    Cost of
     revenue:
    Cost of
     systems
     revenue                 91,793               4,243             96,036
    Cost of
     components
     revenue                147,388              15,239            162,627
                            -------              ------            -------
                            239,181              19,482            258,663

    Gross
     margin                  58,463             (17,785)            40,678

    Operating
     expenses:
    Research
     and
     development              6,853                  84              6,937
    Selling,
     general
     and
     administrative          41,755               1,020             42,775
                             ------               -----             ------
    Total
     operating
     expenses                48,608               1,104             49,712
                             ------               -----             ------
    Operating
     income
     (loss)                   9,855             (18,889)            (9,034)
    Other
     income
     (expense)
    Gain on
     purchased
     options                 21,193                   -             21,193
    Interest
     and
     other
     income
     (expense),
     net                 (5,956)            -       (5,956)
                             ------                 ---             ------
    Other
     income
     (expense),
     net                     15,237                   -             15,237
                             ------                 ---             ------
    Income
     (loss)
     before
     income
     taxes
     and
     equity
     in
     earnings
     of
     unconsolidated
     investees           25,092       (18,889)       6,203
    Provision
     for
     (benefit
     from)
     income
     taxes                4,054        (9,277)      (5,223)
                              -----              ------             ------
    Income
     (loss)
     before
     equity
     in
     earnings
     of
     unconsolidated
     investees           21,038        (9,612)      11,426
    Equity in
     earnings
     of
     unconsolidated
     investees            3,133             -        3,133
                              -----                 ---              -----
    Net
     income
     (loss)                 $24,171             $(9,612)           $14,559
                            =======             =======            =======

    Net
     income
     (loss)
     per
     share of
     class A
     and
     class B
     common
     stock:
    Basic                     $0.27              $(0.11)             $0.16
    Diluted                   $0.26              $(0.10)             $0.16

    Weighted-
     average
     shares:
    Basic                    90,873                                 90,873
    Diluted                  98,412                                 92,640



                                      Three Months Ended
                                      September 27, 2009
                                           ------------------
                             As
                         Previously                                 As
                          Reported          Restatement         Restated
                         -----------         -----------         ---------
                                            Adjustments
                                            -----------

    Revenue:
    Systems                $168,412               $(946)          $167,466
    Components              297,895                   -            297,895
                            -------                 ---            -------
                            466,307                (946)           465,361
                            -------                ----            -------
    Cost of
     revenue:
    Cost of
     systems
     revenue                144,859              (2,789)           142,070
    Cost of
     components
     revenue                232,164              (8,703)           223,461
                            -------              ------            -------
                            377,023             (11,492)           365,531

    Gross
     margin                  89,284              10,546             99,830

    Operating
     expenses:
    Research
     and
     development              8,250                   -              8,250
    Selling,
     general
     and
     administrative          46,473              (1,141)            45,332
                             ------              ------             ------
    Total
     operating
     expenses                54,723              (1,141)            53,582
                             ------              ------             ------
    Operating
     income
     (loss)                  34,561              11,687             46,248
    Other
     income
     (expense)
    Gain on
     purchased
     options                      -                   -                  -
    Interest
     and
     other
     income
     (expense),
     net                 (9,269)            -       (9,269)
                             ------                 ---             ------
    Other
     income
     (expense),
     net                     (9,269)                  -             (9,269)
                             ------                 ---             ------
    Income
     (loss)
     before
     income
     taxes
     and
     equity
     in
     earnings
     of
     unconsolidated
     investees           25,292        11,687       36,979
    Provision
     for
     (benefit
     from)
     income
     taxes               15,088         4,874       19,962
                             ------               -----             ------
    Income
     (loss)
     before
     equity
     in
     earnings
     of
     unconsolidated
     investees           10,204         6,813       17,017
    Equity in
     earnings
     of
     unconsolidated
     investees            2,627             -        2,627
                              -----                 ---              -----
    Net
     income
     (loss)                 $12,831              $6,813            $19,644
                            =======              ======            =======

    Net
     income
     (loss)
     per
     share of
     class A
     and
     class B
     common
     stock:
    Basic                     $0.14               $0.07              $0.21
    Diluted                   $0.13               $0.07              $0.20

    Weighted-
     average
     shares:
    Basic                    94,668                                 94,668
    Diluted                  96,319                                105,031


                                      SUNPOWER CORPORATION
                                       NON-GAAP MEASURES
                             (In thousands, except per share data)

                                          (Unaudited)


                                    Three Months Ended December
                                              28, 2008
                                     ---------------------------
                               As
                          Previously                                 As
                            Reported          Restatement           Restated
                          -----------         -----------          ---------
                                              Adjustments
                                              -----------

    Gross margin            $119,749              $416           $120,165

    Operating income         $77,483              $416            $77,899

    Net income per share
     of class A and class
     B common stock:
    Basic                      $0.71            $(0.03)             $0.68
    Diluted                    $0.69            $(0.03)             $0.66

    Weighted-average
     shares:
    Basic                     83,244                               83,244
    Diluted                   85,356                               85,356



                                      Twelve Months Ended December
                                                28, 2008
                                        ----------------------------
                               As
                          Previously
                           Reported,
                               As
                            Adjusted                           As
                               (1)       Restatement       Restated
                            -----------         -----------          ---------
                                                Adjustments
                                              -----------

    Gross margin              $396,561            $(13,058)          $383,503

    Operating income          $257,444            $(13,058)          $244,386

    Net income per share
     of class A and class
     B common stock:
    Basic                        $2.33              $(0.11)             $2.22
    Diluted                      $2.24              $(0.11)             $2.13

    Weighted-average
     shares:
    Basic                       80,522                                 80,522
    Diluted                     83,947                                 83,947


    (1) Includes retrospective application for adoption of new accounting
    guidance for convertible debt instruments that may be settled in
    cash upon conversion.

                                           SUNPOWER CORPORATION
                                            NON-GAAP MEASURES
                                  (In thousands, except per share data)

                                               (Unaudited)


                             Three Months Ended March 29,
                                               2009
                                  -----------------------------
                        As
                    Previously                                 As
                     Reported          Restatement          Restated
                    -----------         -----------          ---------
                                       Adjustments
                                       -----------

    Gross
     margin           $51,864            $(15,440)           $36,424

     Operating
     income
     (loss)           $11,536            $(15,979)           $(4,443)

    Net
     income
     (loss)
     per
     share
     of
     class A
     and
     class B
     common
     stock:
    Basic               $0.05              $(0.14)            $(0.09)
    Diluted             $0.05              $(0.14)            $(0.09)

     Weighted-
     average
     shares:
    Basic              83,749                                 83,749
    Diluted            85,579                                 83,749



                             Three Months Ended June 28,
                                               2009
                                  ----------------------------
                        As
                    Previously                                 As
                     Reported          Restatement          Restated
                    -----------         -----------          ---------
                                       Adjustments
                                       -----------

    Gross
     margin           $67,128            $(17,858)          $49,270

     Operating
     income
     (loss)           $26,840            $(18,460)           $8,380

    Net
     income
     (loss)
     per
     share
     of
     class A
     and
     class B
     common
     stock:
    Basic               $0.25              $(0.16)            $0.09
    Diluted             $0.24              $(0.15)            $0.09

     Weighted-
     average
     shares:
    Basic              90,873                                90,873
    Diluted            98,412                                92,640



                                 Three Months Ended
                                 September 27, 2009
                                     ------------------
                        As
                    Previously                               As
                     Reported          Restatement         Restated
                    -----------         -----------         ---------
                                       Adjustments
                                       -----------

    Gross
     margin           $96,753           $10,546           $107,299

     Operating
     income
     (loss)           $52,146           $11,687            $63,833

    Net
     income
     (loss)
     per
     share
     of
     class A
     and
     class B
     common
     stock:
    Basic               $0.42             $0.08              $0.50
    Diluted             $0.42             $0.04              $0.46

     Weighted-
     average
     shares:
    Basic              94,668                               94,668
    Diluted            96,319                              105,031


                                      SUNPOWER CORPORATION
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (In thousands)

                                          (Unaudited)

                               Three Months Ended December
                                         28, 2008
                                    ---------------------------
                         As
                    Previously
                     Reported,
                         As
                      Adjusted                            As
                          (1)       Restatement        Restated
                       -----------        -----------           ---------
                                         Adjustments
                                         -----------

    Cash flows
     from
     operating
     activities:
    Net income             $31,350              $(2,890)             $28,460
    Adjustments
     to
     reconcile
     net income
     to net cash
     provided by
     operating
     activities:
    Stock-
     based
     compensation           18,194                    -               18,194
    Depreciation            18,376                    -               18,376
     Amortization
     of other
     intangible
     assets                  4,210                    -                4,210
    Impairment
     of
     investments
     and long-
     lived
     assets              4,475           -          4,475
    Non-cash
     interest
     expense                 4,192                    -                4,192
     Amortization
     of debt
     issuance
     costs                     537                    -                  537
    Equity in
     earnings
     of
     unconsolidated
     investees         (10,071)      1,800         (8,271)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           (7,625)     (4,464)       (12,089)
    Deferred
     income
     taxes and
     other tax
     liabilities        (8,975)        508         (8,467)
    Changes in
     operating
     assets and
     liabilities,
     net of
     effect of
     acquisitions:             -
    Accounts
     receivable             (2,251)                   -               (2,251)
    Costs and
     estimated
     earnings
     in excess
     of
     billings           26,380       4,489         30,869
    Inventories            (50,698)              (9,584)             (60,282)
    Prepaid
     expenses
     and other
     assets                (32,154)                  (3)             (32,157)
    Advances to
     suppliers             (17,805)                   -              (17,805)
    Accounts
     payable
     and other
     accrued
     liabilities        70,703       2,737         73,440
    Billings in
     excess of
     costs and
     estimated
     earnings            2,641       2,860          5,501
    Customer
     advances               (5,759)                   -               (5,759)
                            ------                  ---               ------
    Net cash
     provided
     by
     operating
     activities         45,720      (4,547)        41,173

    Cash flows
     from
     investing
     activities:
    Iincrease
     in
     restricted
     cash and
     cash
     equivalents       (65,237)          -        (65,237)
    Purchases
     of
     property,
     plant and
     equipment        (115,247)         84       (115,163)
    Purchases
     of
     available-
     for-sale
     securities              -           -              -
    Proceeds
     from sales
     or
     maturities
     of
     available-
     for-sale
     securities         21,885           -         21,885
    Cash paid
     for
     acquisitions,
     net of
     cash
     acquired                -           -              -
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies               -           -              -
                               ---                  ---                  ---
    Net cash
     used in
     investing
     activities           (158,599)                  84             (158,515)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term debt,
     net of
     issuance
     costs              54,598           -         54,598
    Cash paid
     for
     repurchased
     convertible
     debt               (1,187)          -         (1,187)
    Proceeds
     from
     exercise
     of stock
     options             1,342           -          1,342
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity            7,625       4,464         12,089
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock                (829)          -           (829)
                              ----                  ---                 ----
    Net cash
     provided
     by
     financing
     activities         61,549       4,464         66,013

    Effects of
     exchange
     rate
     changes on
     cash and
     equivalents        (2,955)          -         (2,955)
                            ------                  ---               ------
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents       (54,285)          -        (54,285)
    Cash and
     cash
     equivalents
     at
     beginning
     of period         256,616           -        256,616
                           -------                  ---              -------
    Cash and
     cash
     equivalents
     at end of
     period           $202,331      $         -       $202,331
                          ========        ===       ===             ========

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities    $          -      $         -    $           -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets              2,563           -          2,563
    Issuance of
     common
     stock for
     purchase
     acquisition             -           -              -
    Issuance of
     common
     stock for
     repurchased
     convertible
     debt                   40           -             40
    Change in
     goodwill
     relating
     to
     adjustments
     to
     acquired
     net assets            945           -            945



                                Twelve Months Ended December
                                          28, 2008
                                     ----------------------------
                         As
                    Previously
                     Reported,
                         As
                      Adjusted                             As
                          (1)        Restatement        Restated
                       -----------         -----------           ---------
                                          Adjustments
                                          -----------

    Cash flows
     from
     operating
     activities:
    Net income             $99,187               $(9,659)             $89,528
     Adjustments
     to
     reconcile
     net
     income to
     net cash
     provided
     by
     operating
     activities:
    Stock-
     based
     compensation           70,220                     -               70,220
    Depreciation            54,117                   356               54,473
     Amortization
     of other
     intangible
     assets                 16,762                     -               16,762
    Impairment
     of
     investments
     and long-
     lived
     assets              7,611            -          7,611
    Non-cash
     interest
     expense                16,909                     -               16,909
     Amortization
     of debt
     issuance
     costs                   2,148                     -                2,148
    Equity in
     earnings
     of
     unconsolidated
     investees         (14,077)           -        (14,077)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity          (41,524)         828        (40,696)
    Deferred
     income
     taxes and
     other tax
     liabilities        20,763       (3,400)        17,363
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:             -
    Accounts
     receivable            (57,575)                    -              (57,575)
    Costs and
     estimated
     earnings
     in excess
     of
     billings            8,680          576          9,256
    Inventories            (98,999)                3,287              (95,712)
    Prepaid
     expenses
     and other
     assets                (61,790)                2,506              (59,284)
    Advances
     to
     suppliers               1,297                     -                1,297
    Accounts
     payable
     and other
     accrued
     liabilities       147,216        2,862        150,078
    Billings
     in excess
     of costs
     and
     estimated
     earnings          (57,423)       3,828        (53,595)
    Customer
     advances               40,125                     -               40,125
                            ------                   ---               ------
    Net cash
     provided
     by
     operating
     activities        153,647        1,184        154,831

    Cash flows
     from
     investing
     activities:
    Iincrease
     in
     restricted
     cash and
     cash
     equivalents      (107,390)           -       (107,390)
    Purchases
     of
     property,
     plant and
     equipment        (265,549)        (356)      (265,905)
    Purchases
     of
     available-
     for-sale
     securities        (65,748)           -        (65,748)
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities        155,833            -        155,833
    Cash paid
     for
     acquisitions,
     net of
     cash
     acquired          (18,311)           -        (18,311)
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies         (24,625)           -        (24,625)
                           -------                   ---              -------
    Net cash
     used in
     investing
     activities           (325,790)                 (356)            (326,146)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs              54,598            -         54,598
    Cash paid
     for
     repurchased
     convertible
     debt               (1,187)           -         (1,187)
    Proceeds
     from
     exercise
     of stock
     options             5,128            -          5,128
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           41,524         (828)        40,696
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock              (6,682)           -         (6,682)
                            ------                   ---               ------
    Net cash
     provided
     by
     financing
     activities         93,381         (828)        92,553

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents        (4,121)           -         (4,121)
                            ------                   ---               ------
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents       (82,883)           -        (82,883)
    Cash and
     cash
     equivalents
     at
     beginning
     of period         285,214            -        285,214
                           -------                   ---              -------
    Cash and
     cash
     equivalents
     at end of
     period           $202,331       $         -       $202,331
                          ========         ===       ===             ========

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities       $28,485      $(6,763)       $21,722
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets              8,930            -          8,930
    Issuance
     of common
     stock for
     purchase
     acquisition         3,054            -          3,054
    Issuance
     of common
     stock for
     repurchased
     convertible
     debt                   40            -             40
    Change in
     goodwill
     relating
     to
     adjustments
     to
     acquired
     net
     assets              1,176            -          1,176


    (1) Includes retrospective application for adoption of new accounting
    guidance for convertible debt instruments that may be settled in
    cash upon conversion.


                  SUNPOWER CORPORATION
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (In thousands)

                       (Unaudited)

                               Three Months Ended March 29, 2009
                               ---------------------------------
                           As
                      Previously                                     As
                        Reported            Restatement           Restated
                      -----------           -----------          ---------
                                            Adjustments
                                            -----------

    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                $(4,786)               $(4,916)            $(9,702)
     Adjustments
     to
     reconcile
     net
     income
     (loss) to
     net cash
     provided
     by (used
     in)
     operating
     activities:
    Stock-
     based
     compensation            9,483                   (429)              9,054
    Depreciation            18,365                      -              18,365
     Amortization
     of other
     intangible
     assets                  4,052                      -               4,052
    Impairment
     of
     investments
     and long-
     lived
     assets            1,318             -         1,318
    Non-cash
     interest
     expense                 5,021                      -               5,021
     Amortization
     of debt
     issuance
     costs                     537                      -                 537
    Gain on
     purchased
     options                     -                      -                   -
    Equity in
     earnings
     of
     unconsolidated
     investees        (1,245)            -        (1,245)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity              -             -             -
    Deferred
     income
     taxes and
     other tax
     liabilities      (6,369)      (10,634)      (17,003)
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:             -
    Accounts
     receivable             40,931                      -              40,931
    Costs and
     estimated
     earnings
     in excess
     of
     billings         (3,797)          619        (3,178)
    Inventories            (95,870)                 9,821             (86,049)
    Prepaid
     expenses
     and other
     assets                 11,913                   (242)             11,671
    Advances
     to
     suppliers               7,993                      -               7,993
    Accounts
     payable
     and other
     accrued
     liabilities     (27,199)        2,401       (24,798)
    Billings
     in excess
     of costs
     and
     estimated
     earnings         (4,612)        4,700            88
    Customer
     advances               (8,860)                (1,320)            (10,180)
                            ------                 ------             -------
    Net cash
     provided
     by (used
     in)
     operating
     activities      (53,125)            -       (53,125)

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents      (9,185)            -        (9,185)
    Purchases
     of
     property,
     plant and
     equipment       (52,101)            -       (52,101)
    Proceeds
     from sale
     of
     equipment
     to third-
     party                 -             -             -
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities       18,177             -        18,177
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies             -             -             -
                               ---                    ---                 ---
    Net cash
     provided
     by (used
     in)
     investing
     activities      (43,109)            -       (43,109)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs            51,232             -        51,232
    Proceeds
     from
     issuance
     of
     convertible
     debt, net
     of
     issuance
     costs                 -             -             -
    Proceeds
     from
     offering
     of class
     A common
     stock,
     net of
     offering
     expenses              -             -             -
    Cash paid
     for
     repurchased
     convertible
     debt                  -             -             -
    Cash paid
     for
     purchased
     options                     -                      -                   -
    Proceeds
     from
     warrant
     transactions                -                      -                   -
    Proceeds
     from
     exercise
     of stock
     options             396             -           396
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity              -             -             -
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock            (2,359)            -        (2,359)
                            ------                    ---              ------
    Net cash
     provided
     by
     financing
     activities       49,269             -        49,269

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents      (6,256)            -        (6,256)
                            ------                    ---              ------
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents     (53,221)            -       (53,221)
    Cash and
     cash
     equivalents
     at
     beginning
     of period       202,331             -       202,331
                           -------                    ---             -------
    Cash and
     cash
     equivalents
     at end of
     period         $149,110     $          -      $149,110
                          --------                    ---            --------

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities     $22,571       $(3,791)      $18,780
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets            2,073             -         2,073
    Issuance
     of common
     stock for
     purchase
     acquisition           -             -             -



                           Three Months Ended June 28, 2009
                           --------------------------------
                     As
                        Previously                              As
                         Reported             Restatement     Restated
                       -----------            -----------    ---------
                                              Adjustments
                                              -----------

    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                  $24,171               $(9,612)      $14,559
     Adjustments
     to
     reconcile
     net
     income
     (loss) to
     net cash
     provided
     by (used
     in)
     operating
     activities:
    Stock-
     based
     compensation             11,647                   429        12,076
    Depreciation              20,569                     -        20,569
     Amortization
     of other
     intangible
     assets                    4,098                     -         4,098
    Impairment
     of
     investments
     and long-
     lived
     assets                489            -          489
    Non-cash
     interest
     expense                   5,915                     -         5,915
     Amortization
     of debt
     issuance
     costs                     1,184                     -         1,184
    Gain on
     purchased
     options                 (21,193)                    -       (21,193)
    Equity in
     earnings
     of
     unconsolidated
     investees          (3,133)           -       (3,133)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           (2,610)       2,610            -
    Deferred
     income
     taxes and
     other tax
     liabilities        (3,505)      (9,277)     (12,782)
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable              (65,422)                    -       (65,422)
    Costs and
     estimated
     earnings
     in excess
     of
     billings           23,168       (1,911)      21,257
    Inventories               87,807                 4,323        92,130
    Prepaid
     expenses
     and other
     assets                  (35,291)                1,540       (33,751)
    Advances
     to
     suppliers                13,449                   297        13,746
    Accounts
     payable
     and other
     accrued
     liabilities      (101,114)      21,419      (79,695)
    Billings
     in excess
     of costs
     and
     estimated
     earnings           42,968       (8,528)      34,440
    Customer
     advances                    774                 1,320         2,094
                                 ---                 -----         -----
    Net cash
     provided
     by (used
     in)
     operating
     activities          3,971        2,610        6,581

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents       (33,151)           -      (33,151)
    Purchases
     of
     property,
     plant and
     equipment         (59,566)           -      (59,566)
    Proceeds
     from sale
     of
     equipment
     to third-
     party               7,902            -        7,902
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities          1,501            -        1,501
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies               -            -            -
                                 ---                   ---           ---
    Net cash
     provided
     by (used
     in)
     investing
     activities        (83,314)           -      (83,314)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs              29,773            -       29,773
    Proceeds
     from
     issuance
     of
     convertible
     debt, net
     of
     issuance
     costs             225,018            -      225,018
    Proceeds
     from
     offering
     of class
     A common
     stock,
     net of
     offering
     expenses          218,895            -      218,895
    Cash paid
     for
     repurchased
     convertible
     debt              (67,949)           -      (67,949)
    Cash paid
     for
     purchased
     options                 (97,336)                    -       (97,336)
    Proceeds
     from
     warrant
     transactions             71,001                     -        71,001
    Proceeds
     from
     exercise
     of stock
     options               442            -          442
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity            2,610       (2,610)           -
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock                (763)           -         (763)
                                ----                   ---          ----
    Net cash
     provided
     by
     financing
     activities        381,691       (2,610)     379,081

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents         5,377            -        5,377
                               -----                   ---         -----
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents       307,725            -      307,725
    Cash and
     cash
     equivalents
     at
     beginning
     of period         149,110            -      149,110
                             -------                   ---       -------
    Cash and
     cash
     equivalents
     at end of
     period           $456,835      $        -      $456,835
                            --------                   ---      --------

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities    $           -      $        -     $     -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets              1,510            -        1,510
    Issuance
     of common
     stock for
     purchase
     acquisition         1,471            -        1,471



                        Three Months Ended September 27, 2009
                        -------------------------------------
                    As
                        Previously                              As
                         Reported            Restatement       Restated
                       -----------           -----------      ---------
                                             Adjustments
                                             -----------

    Cash flows
     from
     operating
     activities:
    Net income
     (loss)                  $12,831              $6,813          $19,644
     Adjustments
     to
     reconcile
     net
     income
     (loss) to
     net cash
     provided
     by (used
     in)
     operating
     activities:
    Stock-
     based
     compensation             13,074                   -           13,074
    Depreciation              21,414                   -           21,414
     Amortization
     of other
     intangible
     assets                    4,146                   -            4,146
    Impairment
     of
     investments
     and long-
     lived
     assets                190           -          190
    Non-cash
     interest
     expense                   5,250                   -            5,250
     Amortization
     of debt
     issuance
     costs                       733                   -              733
    Gain on
     purchased
     options                       -                   -                -
    Equity in
     earnings
     of
     unconsolidated
     investees          (2,627)          -       (2,627)
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity          (12,134)      5,007       (7,127)
    Deferred
     income
     taxes and
     other tax
     liabilities        10,151       4,874       15,025
    Changes in
     operating
     assets
     and
     liabilities,
     net of
     effect of
     acquisitions:
    Accounts
     receivable              (18,794)                  -          (18,794)
    Costs and
     estimated
     earnings
     in excess
     of
     billings          (60,787)        716      (60,071)
    Inventories               28,977             (7,282)           21,695
    Prepaid
     expenses
     and other
     assets                   15,438                  27           15,465
    Advances
     to
     suppliers                 3,435                   -            3,435
    Accounts
     payable
     and other
     accrued
     liabilities        98,997     (5,617)       93,380
    Billings
     in excess
     of costs
     and
     estimated
     earnings          (33,479)          -      (33,479)
    Customer
     advances                 (5,553)                  -           (5,553)
                              ------                 ---           ------
    Net cash
     provided
     by (used
     in)
     operating
     activities         81,262       4,538       85,800

    Cash flows
     from
     investing
     activities:
    Decrease
     (increase)
     in
     restricted
     cash and
     cash
     equivalents      (103,247)          -     (103,247)
    Purchases
     of
     property,
     plant and
     equipment         (38,426)        469      (37,957)
    Proceeds
     from sale
     of
     equipment
     to third-
     party               1,976           -        1,976
    Proceeds
     from
     sales or
     maturities
     of
     available-
     for-sale
     securities          9,867           -        9,867
    Cash paid
     for
     investments
     in joint
     ventures
     and other
     non-
     public
     companies          (1,500)          -       (1,500)
                              ------                 ---           ------
    Net cash
     provided
     by (used
     in)
     investing
     activities       (131,330)        469     (130,861)

    Cash flows
     from
     financing
     activities:
    Proceeds
     from
     issuance
     of long-
     term
     debt, net
     of
     issuance
     costs              54,701           -       54,701
    Proceeds
     from
     issuance
     of
     convertible
     debt, net
     of
     issuance
     costs                   -           -            -
    Proceeds
     from
     offering
     of class
     A common
     stock,
     net of
     offering
     expenses             (114)          -         (114)
    Cash paid
     for
     repurchased
     convertible
     debt               (7,687)          -       (7,687)
    Cash paid
     for
     purchased
     options                       -                   -                -
    Proceeds
     from
     warrant
     transactions                  -                   -                -
    Proceeds
     from
     exercise
     of stock
     options               570           -          570
    Excess tax
     benefits
     from
     stock-
     based
     award
     activity           12,134     (5,007)        7,127
    Purchases
     of stock
     for tax
     withholding
     obligations
     on vested
     restricted
     stock                (586)          -         (586)
                                ----                 ---             ----
    Net cash
     provided
     by
     financing
     activities         59,018     (5,007)       54,011

    Effects of
     exchange
     rate
     changes
     on cash
     and
     equivalents         6,341           -        6,341
                               -----                 ---            -----
    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents        15,291           -       15,291
    Cash and
     cash
     equivalents
     at
     beginning
     of period         456,835           -      456,835
                             -------                 ---          -------
    Cash and
     cash
     equivalents
     at end of
     period           $472,126      $      -       $472,126
                            --------                 ---         --------

    Non-cash
     transactions:
    Additions
     to
     property,
     plant and
     equipment
     included
     in
     accounts
     payable
     and other
     accrued
     liabilities    $           -      $      -     $      -
    Non-cash
     interest
     expense
     capitalized
     and added
     to the
     cost of
     qualified
     assets                873           -          873
    Issuance
     of common
     stock for
     purchase
     acquisition             -           -            -



SOURCE SunPower Corp.

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